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Weikeng — AGM Information 2022
Aug 16, 2022
52266_rns_2022-08-16_ac340f55-c897-4a3b-b835-7afb4bea1176.pdf
AGM Information
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威健實業股份有限公司 (Weikeng Industrial Co., Ltd.) 111 年股東常會議事錄 (2022 Annual General Meeting Minutes)
Notice to readers
This English-version meeting minutes is a summary translation of the Chinese version and is not an official document of the shareholders’ meeting. If there is any discrepancy between the English and Chinese versions, the Chinese version shall prevail.
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Date and Time of the Meeting
:June 16, 2022 at 9:00 a.m. (Thursday) -
Location of the Meeting
:Chin-Chin Garden Restaurant (No.32, Ln. 266, Sec. 2, Zhishan Rd., Shilin Dist., Taipei City 111, Taiwan ) -
Report of the Number of Shares Represented by Shareholders Present at the Meeting) : At 9:00 a.m., the total number of ordinary shares in attendance by shareholders (including in person and by proxy) are 286,226,646 shares (including the number of shares attended through electronic means which are 41,228,840shares), accounted for 67.93% of the total 421,294,256 ordinary shares issued by the Company, and met the statutory meeting quorum in accordance with article 174 of the Company Act.
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Chairman
:Hu, Chiu-Chiang -
Recorder: Chou, Kan-Lin
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Directors Present :
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(1) Independent Director
:Tsai, Yu-Ping, Lin, Hung, and Yu, Hsueh-Ping -
(2) Director
:Hu, Chiu-Chiang, Chi, Ting-Fang, Chen, Kuan-Hu, and Chen, Cheng-Fong -
Other Attendees
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(1) Attorney at Law
:Wang, Chien-Chih -
(2) CPA
:KPMG, Taiwan, Au, Yiu-Kwan
I. The statutory meeting quorum is met. Chairman Hu, Chiu-Chiang announces the commencement of the meeting.
II. Chairman’s Remarks :( Omitted ) III.Reporting Matters
(I) 2021 Business Report & Report to Shareholders
2021 Business Performance
2021 was a year of economic recovery amid COVID-19 pandemic. The risk and uncertainty of variant outbreak had immensely impacted the way we live and work, our economy and government policy making. As we learn and adjust to a new-normal life with COVID-19, the applications of semiconductor had expanded due to pandemic-induced stay-at-home economy as well as emerging technology related to the raising importance of a green economy. As a result, worldwide semiconductor revenue reached an all-time high. However, new wafer capacity was still not in place to accommodate the surge in demand in the past year, while the industry faced prolonged shipping time like all others, downstream suppliers struggled to secure orders and chips shortages became the new status quo. Weikeng Group continued to play the role of connecting technology and creating value in the semiconductor industry. We aim to maintain logistics efficiency to meet client’s production schedule in difficult times. With the diligent efforts of all colleagues and the support of shareholders, the Group consolidated sales revenue and net profit before tax reached approximately NT$72.4 billion and NT$2.4 billion in 2021, respectively, representing a growth of approximately 24% and 163%, and the gross margin of 7.13% and operating income margin of 3.49% have increased by 1.88 percentage points and 1.82 percentage points respectively, hitting new highs in recent years.
Commitment to Sustainable Development
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Weikeng is dedicated to strengthen corporate governance and sustainability development. The goal is to partner with our vendors and buyers in the semiconductor industry to build a green sustainable supply chain that reduces environmental impact and act in accordance with social compliance. Vendors of the Company are renowned IDM and fabless companies who follow the code of conducts set by RBA (Responsible Business Alliance) formerly the Electronic Industry Citizenship Coalition (EICC), covering five aspects: labor, health and safety, environment, ethics and management system, and as their distributor, we aim to connect our downstream partners to participate accordingly for a better and more sustainable future.
Weikeng implemented BRA practices per vendors’ requests and established the “Code of Conduct for Supplier” in May, 2020, to promote sustainable supply chain proactively. Apart from those already participated in BRA, 50 Weikeng suppliers had signed the agreement to comply with BRA code of conduct as of the end of 2021. An intra department Green Product Management was structured to ensure the compliance with RoHS (Restriction of Hazardous Substances), REACH Substances of Very High Concern (SVHC), and RBA regulations throughout product life cycle. We will continue to connect our downstream clients and devote management resources to issues concerning labor, health and safety, environment, ethics and management system, to build a supply chain that addresses social and environmental issues, and ultimately to implement our sustainable supply chain management strategies.
Emission reduction and energy efficiency have been the main drivers that motivate innovative electronic and technology products for combating climate change. The Company will continue to evaluate risks and opportunities associated with climate change both at present and in the foreseeable future. Through collaborations among industry partners who are on the same path, we hope to do our best by devoting more resources in green product development, and leverage our demand creation ability to further extend green technology applications such as battery management system, electric vehicle charging pile, smart grid, wind power, solar power inverter. Since the upstream DIM and fabless vendors had already expanded R&D capacity for the compound/ group III semiconductors, the Company will continue to expand businesses in the automotive/electric vehicle and industrial energy related markets by develop technology supports for more stable, more efficient and low-power-consuming products as we seize the opportunities in green energy industry.
In 2021, the Company has established Protection of Human Rights Policy, Intellectual Property Management Plan and Risk Management Policies and Procedures as part of the progress of enhancing sustainable development framework. We continued to sponsor environmental awareness documentary, education scholarship, sports events and technology research institutes for the purpose of cultivating hightechnology talents, in response to United Nation’s Sustainability Development Goals. In March 2022, the Board of directors had approved the establishment of the Sustainable Development Committee, under which sustainable development team and risk management team were established to ensure the advocacy and implementation of the work related to sustainable development of the Company. The Company is committed to fulfilling corporate social responsibility following international standards and trends. We promise to not only make the effort to respond actively to stakeholders concerning environmental, social and corporate governance related issues, but also conduct risk assessment and take countermeasures to strengthen corporate governance and sustainability.
2022 Business Outlook
In 2022, the semiconductor industry is still facing geopolitical tension and exclusions, production capacity rush and intensive communication within the supply chain, while the major chip manufacturers are also investing massive resources to increase capacities. However, due to the high cost of building new fabs and
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the prolonged construction period, chips shortages and price adjustments may continue into the second half of 2022 and even into 2023. We may anticipate market uncertainties and challenges as we wait for supply-demand balance in the semiconductor supply chain while entering post-pandemic era. The Company will continue to grasp market insights, meet vendor and customer requirements, closely monitor lead-time of stocking and delivery speed, and to provide technical support to clients. In time of foreseeable growth and business expansion, it is hoped that the management team will lead all colleagues to strictly abide by the risk management policy, operation performance optimization and “Ethical Corporate Management Best Practice Principles”, together we will continue to strive towards the goal of integrity, sustainability and stable operation, and thus create more value for all stakeholders.
Weikeng Group has successfully won the franchises of product lines, covering many semiconductor Integrated Device Manufacturers (IDMs) or IC design companies such as AMD, Amazing, Cypress, Infineon, Lattice, Microchip, Molex, NXP, Sinopower, Vishay, Western Digital, etc. However, the Company continues to find and develop new products and applications in the semiconductor market, look for new cooperation opportunities of franchises, and create new customer demand. At present, in the application fields of industrial electronics, automotive electronics, mobile communications, consumer electronics, computer peripherals, and AI/5G, Weikeng Group's regional companies are capable of providing customers with competitive parts, technical support services, and efficient management services of supply chain to achieve a triple win value through the Group's intermediary technology connection between upstream vendors and downstream customers.
i. The annual business report for 2021
(i) Business plan implementation results
| Financial Figures | Amount (in Thousands of NT$) |
YoY % |
|---|---|---|
| Net Sales Revenue | 72,404,886 | 24 |
| Gross Profit | 5,162,842 | 68 |
| Net OperatingIncome | 2,525,619 | 159 |
| Profit before Tax | 2,451,320 | 163 |
| Net Profit | 1,721,140 | 146 |
(ii) Budget Execution in 2021
In 2021, the Group's implementation of operating budget, revenue and profitability performance have exceeded expectations.
(iii) Financial Income, Costs and Profitability Analysis
| Financial Ratios | % | |
|---|---|---|
| Finicial Structure | Debt Ratio | 70.86 |
| Long-term Capital to Property, Plant and Equipment Ratio |
6,861.49 | |
| Solvency | Current Ratio | 145.16 |
| Quick Ratio | 88.91 | |
| Profitability | Return on Assets | 7.37 |
| Return on Equity | 24.42 | |
| Net Profit Margin | 2.38 | |
| Basic EPS(inNT$) | 4.54 |
(iv) Research Development Status
Under the planning and active pursuit of the "Marketing Development Division", the Company has
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successfully franchised the product lines of well-known domestic and foreign semiconductor companies as a distributor, and even successfully maintained or expanded the continuation of the franchises after the consolidation between the upstream vendors. In addition to continuing to establish a solid foothold in the application field of 3C electronic products, the "FAE Division" also actively cooperates with the vendors to provide technical support for the relevant IC products that customers need in emerging application fields, so as to increase the Company's business territory, help customers save R&D expenses and shorten the electronic products of time-to-market, and enhance service levels to strengthen the cooperative relationship with vendors and customers.
In the “Solution Division”, we are moving into the field of R&D and design, specializing in the turnkey solution of products. Given the fast growing scope of semiconductor and its emerging application solutions, in addition to franchising the product lines of well-known domestic and foreign semiconductor companies as a distributor, the “Marketing Development Division” is leading the search for new distributorships, paying close attention to and assessing the applications and development of products rolled out by startups and new ventures, including the development of green economy-related applications, and timely investing the development resources of the “Solution Division”, and then introducing the technical support and demand creation services of the “FAE Division”.
At this stage, the Group’s companies are developing product solutions for 5G (smartphones, Customer Premise Equipment (CPE), Open Radio Access Network (O-RAN) and Small Cell Station), artificial intelligence/AIoT, WiFi 6, automotive electronics (including electric vehicles, electric locomotives, charging piles/stations, etc.), consumer electronics, industrial control, Type C-Power Delivery(PD), and various power supply applications. We also devote our resources to the development of product solutions for servers/data centers, motor control, battery energy storage management systems, human-machine interface for in-vehicle infotainment systems and Center Information Display (CID), in order to provide customers with immediate product reference solutions. All of these solutions are now available to customers.
ii. Annual Business Plan in 2022
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(i) Operating Principles
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Immediate response to change or adjustment of client’s needs according to material/chip shortages and stocking schedule adjustments in time of disrupted supply chain.
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To strengthen core competence and create added-value through R&D and collaboration with industry partners according to high-tech application trends, client’s near-term and future needs and pricing strategy of all product items.
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Continue to provide high competitive components, technical support and R&D projects that advocate to the rising importance of sustainability and the fast growing green economy. To achieve technology connections of the supply chain and our mission to build a greener and more sustainable supply chain with upstream vendors and downstream clients.
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To obtain Real-time insights of the diversified strategy and construction of customers' production bases and supply chains affected by trade brinkmanship and the epidemic.
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To remain cautious in time of prosperity of the market and post pandemic era. As the scale of business and operation expands, Weikeng Group must fully abide by the risk management policy, Ethical Corporate Management Best Practice Principles and optimize business performance and profitability, as well as to evaluate and take actions to seize market opportunities in a timely manner.
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(ii) Production and Sales Policy
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Pricing Strategy: In the face of increasing customer demand, we will actively mediate the delivery date of franchise vendors’products for clients, adjust the product and price strategy in a timely manner, so to provide best interactive communication platform.
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New Business Development: closely monitor the development trend of "new technology" and “green
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economy” and expand business cooperation opportunities, and strengthen customer structure accordingly.
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Resilience: Facing the multinational expansion of customers outside of the Asia-Pacific region, the Group must strengthen timely support, service momentum and flexibility to accommodate client’s cross-border and cross-region reallocation.
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Compliance: Emphasize on the importance of and act accordingly to the compliance with laws and regulations for the import and export of strategic high-tech commodities.
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Risk and Profitability Assessment: As the scale of operations expands, both risk and profitability must be critically examined and assessed.
(iii) Expected sales volume and its basis in 2022
The Company classifies the franchising products into chipsets/special application standard ICs, mixed signals and discrete components according to product characteristics. In 2022, the external environment posts challenges as it double-struck by the US-China disputes of trading brinkmanship and the COVID-19 epidemic. We continue to navigate through supply chain disruption driven by the conflict and pressure from US fed interest rate uncertainty. However, based on the management team’s consideration of relevant research institutions’ estimates of the semiconductor industry’s sales forecast, the upstream vendors’ set targets and the Company's internal business plan, the operating target of sales forecast for the fiscal year 2022 is expected to have growth opportunities, despite the challenges and difficulties in external environment.
The Company's management team and all colleagues hereby give thanks to all shareholders for your support and encouragement. We also look forward to all of your continuing greatest support and advice to Weikeng. Wishing all shareholders a good health and all the best!
Weikeng Industrial Co., Ltd. Chairman & President : HU, CHIU-CHIANG
(II) 2021 Financial Results as reviewed by Audit Committee Explanation:
- (3) The Company's 2021 annual financial report has been audited and attested by independent auditors, Lo, Jui-Lan and Au, Yiu-Kwan of KPMG Taiwan, together with the Business Report and Earnings Distribution Plan for 2021 have been submitted to the Audit Committee for verification and prepared a written review report as the following.
Weikeng Industrial Co., Ltd.
2021 Review Report of Audit Committee
The Board of Directors has prepared this Company’s 2021 financial statements (including individual financial statements and consolidated financial statements), business report, and the earnings distribution plan; with respect to the financial statements have been audited by independent auditors, Lo, Jui-Lan and Au, Yiu-Kwan of KPMG Taiwan, who have submitted an audit report. The aforementioned statements, plan and report have been reviewed by the Audit Committee and no irregularities were found. We hereby report as above in accordance with Article 14-4 of the Securities and Exchange Act and Article 219 of the Company Act. Kindly verify.
To: Weikeng Industrial Co., Ltd., 2022 Annual General Meeting
Convener of Audit Committee : Tsai, Yu-Ping Date: March 25, 2022
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(4) Report on the communication between members of the Audit Committee and the head of internal audit: After checking the 2021 audit report, there were no major internal control deficiencies and abnormal matters.
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The supervisor of the internal audit office of the Company reports to independent directors on the execution process and conclusions of internal audits by e-mail or telephone from time to time, and attends Audit Committee to perform audit work reports and other matters.
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Normally, internal audit supervisor and CPA may communicate directly with independent directors / Audit Committee member by e-mail, telephone or meeting as needed. In principle, the head of internal audit attends the Audit Committee at least once a quarter
(at least four times a year)to report and communicate with the independent directors; while CPA communicates with independent directors(Audit Committee)at least twice a year in a symposium. -
The communication situation in 2021 was as the attached:
| Year | Frequency of Communication (Number of Times) |
Way of Communication | Remark |
|---|---|---|---|
| 2021 | 7 | Head of Internal Audit Attended AuditCommittee |
No non-independent directors and management were present at the time. |
| 2 | Symposium between accountants and members of the audit committee |
(III) Report on the Company's endorsements and guarantees amount Explanation:
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(1) As of the end of the year 2021, the Company's endorsements and guarantees amount for its subsidiary, Weikeng International Co., Ltd., was US$193.6 million and NT$713 million, both of which were subject to the Procedures for Endorsements and Guarantees.
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(2) As of the end of the year 2021, the Company's endorsements and guarantees amount for its subsidiary, Weikeng Technology Pte. Ltd., was US$19 million, which was subject to the Procedures for Endorsements and Guarantees.
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(3) As of the end of the year 2021, the Company's endorsements and guarantees amount for its subsidiary, Weikeng International (Shanghai) Co., Ltd., were US$23 million and RMB 62.5 million, both of which were subject to the Procedures for Endorsements and Guarantees.
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(4) The operational strategy of Weikeng Group is to continuously expand, integrate, and strengthen the combined sales capabilities of its subsidiaries' product lines. As the sales performance of each subsidiary grows, the demand for working capital is not only considered to raise funds from the capital market, but also requires injection from bank loans. Therefore, the total amount of endorsements and guarantees for each subsidiary company are necessary and reasonable.
(IV) Report on the Company’s the implementation of the 5[th] and 6[th] domestic unsecured convertible corporate bonds Explanation:
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(1) As of the shares book closure date for the 2022 Annual General Meeting, the Company's 5[th] domestic unsecured convertible of corporate bonds, after the conversion by the bondholders, has a total of 379 units outstanding bonds.
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(2) On April 22, 2022, the Company registered to the Securities and Futures Bureau of the Financial Supervision Commission R.O.C.(Taiwan)for the offering and issuance of 20,000 units of the 6[th] domestic unsecured convertible corporate bonds, each with a face value of NT$100,000, and issued in denominations, with the total amount in NT$ 2 billion, the coupon rate is 0%, the issuance period is 5 years, and it is expected to be listed on the TPEx in June of 2022; all the funds raised by the 6[th] domestic unsecured convertible corporate bonds will be used to repay the borrowings of financial institutions. The
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expected benefits are saving cash outflows from interest expenses and reducing financial burdens, and strengthening financial structure and improving solvency.
Supplementary Explanation: Due to the deadline for the publication of the handbook of the meeting, the 6th domestic unsecured convertible corporate bonds has been listed on the TPEx on June 1, 2022, and 3 months after its issuance is a freezing period, that is, bondholders cannot exercise the conversion into common stocks, so as of the date of this shareholders' meeting, the number of outstanding convertible corporate bonds are still 20,000 units.
(V) Report on the remuneration distribution of employees and directors for 2021
- Explanation: In accordance with Article 22 of the Articles of Association of the Company, the Company appropriated the remuneration of employees and directors for 2021, of which for employees and directors were NT$191,512,000 and NT$47,878,000, respectively. The above remuneration had been resolved by the Board of Directors on March 25, 2022 with no less than two-thirds of directors present, and approved by more than half of directors attending the meeting. Both of which will be paid in cash after this 2022 Annual General Meeting and there will be no difference from the expense appropriated in the financial statements of 2021.
(VI) Report on the Cash Dividends of the 2021 Earnings Distribution Plan Explanation:
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(1) The Company's 2021 earnings distribution plan will be fully distributed in cash dividends, totaling NT$ 1,270,232,000, which has been resolved by the Audit Committee and Board of Directors with no less than two-thirds of directors present, and approved by more than half of directors attending the meeting on March 25, 2022. Board of Directors authorized the Chairman to set the ex-dividend date, the date of distribution, and other related matters, which information will be announced to shareholders thereafter.
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(2) As of the shares book closure date for the 2022 Annual General Meeting, the total issued and outstanding ordinary shares are 421,294,256 shares and the proposed declared cash dividend is NT$3.01507 per share. The cash dividends on the issued and outstanding ordinary shares are distributed pro rata and are rounded down to the nearest whole number. The fractional balance of dividends less than NT$ 1 will be summed up and recognized as other income of the Company’s employee welfare committee.
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(3) Where the total number of issued and outstanding shares of the Company subsequently changes and the aforesaid cash dividends distributed to each ordinary share needs to be adjusted pursuant to actual number of the issued and outstanding ordinary shares on the ex-dividend date, the Chairman of the Board of Directors of the Company is authorized to handle it in full authority according to the actual situation, and which information will be announced to shareholders thereafter.
(VII) Report on the renaming and amendment of some provisions of the Company's "Corporate Social Responsibility Policy", "Corporate Social Responsibility Best Practice Principles" and "Corporate Governance Best Practice Principles".
- Explanation: According to the Taiwan Stock Exchange Co., Ltd. Tai Zheng Zhi Zi No. 1100024173 Announcement on December 7, 2021, the "Corporate Social Responsibility Best Practice Principles" and "Corporate Social Responsibility Policy" were renamed and their relevant regulations were revised. The Company has amended the aforesaid Principles, Policy and Corporate Governance Best Practice Principles accordingly, and which have been approved by the resolution of the Board of Directors on December 30, 2021. Please refer to the below comparison table of some amendments to the Company’s "Corporate Social Responsibility Best Practice Principles", "Corporate Social Responsibility Policy" and "Corporate Governance Best Practice Principles".
The Comparison Table of Renaming and Amendment of Some Provisions of Corporate Social Responsibility Best Practice Principles
| Amended Article | Current Article | Reason of Amendment | |
|---|---|---|---|
| Revised policy name: Sustainable Development Best Practice Principles |
Current policy name: Corporate Social Responsibility Best Practice Principles |
In accordance with the amendment of the regulations of the competent authority. |
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Article 2. The scope of theseguidelines includes the |
Article 2. The scope of theseguidelines includes the |
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| Amended Article | Current Article | Reason of Amendment | ||
|---|---|---|---|---|
| global operational activities by the Company and group enterprises. The guidelines are to encourage the Company to aggressively fulfill its social responsibility in business operation to meet the trend of the international development. Through being a corporate social citizen to advance the nation’s economics, improve the life quality of its employees, community, and society, achieving the competitive advantage based on fulfilling of the enterprise sustainable development. |
global operational activities by the Company and group enterprises. The guidelines are to encourage the Company to aggressively fulfill its social responsibility in business operation to meet the trend of the international development. Through being a corporate social citizen to advance the nation’s economics, improve the life quality of its employees, community, and society, achieving the competitive advantage based on fulfilling of the enterprise social responsibility. |
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| Article 3. To perform sustainable development, based on the due care to the interest of stakeholders, the Company shall focus on environmental, social and corporate governance elements and include such elements into the Company’s management policy and operation, at the same time as pursuing sustainable operation and profit. (The following is omitted) |
Article 3. To perform corporate social responsibility, based on respecting social ethics and the due care to the interest of other interested parties, the Company shall focus on environmental, social and corporate governance elements and include such elements into the Company’s management policy and operation, at the same time as pursuing sustainable operation and profit. (The followingis omitted) |
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| Article 4 To implemental sustainable development, the Company shall perform in accordance with the following principles: 1.Implement the corporate governance. 2.Develop a sustainable environment. 3.Maintain social benefit. 4.Reinforce disclosure of information about sustainable development. |
Article 4 To implemental corporate social responsibility,the Company shall perform in accordance with the following principles: 1.Implement the corporate governance. 2.Develop a sustainable environment. 3.Maintain social benefit. 4.Reinforce disclosure of information about corporate social responsibility. |
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Article 5. The Company shall abide by the laws and regulations, as well as contracts and related regulations signed with Taiwan Stock Exchange Corporation (TWSE) or Taipei Exchange, should also consider the connection between the development trend of sustainability issuesat home and abroad and the enterprise core business, the impact of the Company itself and its group companies' overall operating activities on the stakeholders, etc., and establish its sustainable development policies, systems or relevant management systems for approval by the board of directors and submit to the shareholder’s meeting. If any shareholder submits an agenda related tosustainable development, the board of the directors shall consider to adopt it into shareholder’s meeting. |
Article 5. The Company shall abide by the laws and regulations, as well as contracts and related regulations signed with Taiwan Stock Exchange Corporation (TWSE) or Taipei Exchange, should also consider the connection between the development trend of corporate social responsibilityat home and abroad and the enterprise core business, the impact of the Company itself and its group companies' overall operating activities on the stakeholders, etc., and establish its corporate social responsibilitypolicies, systems or relevant management systems for approval by the board of directors and submit to the shareholder’s meeting. If any shareholder submits an agenda related to corporate social responsibility,the board of the directors shall consider to adopt it into shareholder’s meeting. |
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| Article 7. The board of directors of theCompanyshall |
Article 7. The board of directors of theCompanyshall |
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| Amended Article | Current Article | Reason of Amendment | ||
|---|---|---|---|---|
| exercise due care as a good administrator to procure that the enterprise implements sustainable development and to review the results of implementation and continuous improvement, ensuring the implementation of sustainable developmentpolicies. The board of directors of the Company shall fully consider the interests of the stakeholders in the promotion of sustainable development and shall include the following matters: 1. Propose sustainable development mission or vision, and formulate sustainable development policies, systems or related management guidelines. 2. Incorporate sustainable development into the Company's operating activities and development directions, and approve specific promotion plans for sustainable development. 3. Ensure that information related to sustainable development is disclosed timely and accurately. (The following is omitted) |
exercise due care as a good administrator to procure that the enterprise implements social responsibilityand to review the results of implementation and continuous improvement, ensuring the implementation ofcorporate social responsibilitypolicies. The board of directors of the Company shall fully consider the interests of the stakeholders in the fulfillment of corporate social responsibilityand shall include the following matters: 1. Propose corporate social responsibility mission or vision, and formulate corporate social responsibilitypolicies, systems or related management guidelines. 2. Incorporate corporate social responsibility into the Company's operating activities and development directions, and approve specific promotion plans for corporate social responsibility. 3. Ensure that information related to corporate social responsibilityis disclosed timely and accurately. (The following is omitted) |
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| Article 8. The Company should organize regular educational training to promote sustainable development, the content of which includes the publicizing the second paragraph of the precedingarticle. |
Article 8. The Company should organize regular educational training of corporate social responsibility,the content of which includes the publicizing the second paragraph of the precedingarticle. |
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| Article 9. To seek sound management of sustainable development, the Chairman’s office will be the responsible department for the promotion of sustainable developmen,responsible for the proposal and execution of policies or systems of sustainable developmen,the related concrete management plan proposal and reporting to the board of directors as required. The Company should formulate a reasonable salary and remuneration policy to affirm the remuneration plan could meet the organization's strategic objectives and the interests of stakeholders. The employee performance appraisal system should be combined with the sustainable developmen policy and set up a concrete reward and discipline system. |
Article 9. To seek sound management of corporate social responsibility,the Chairman’s office will be the responsible department for the promotion of corporate social responsibility, responsible for the proposal and execution of policies or systems of corporate social responsibility,the related concrete management plan proposal and reporting to the board of directors as required. The Company should formulate a reasonable salary and remuneration policy to affirm the remuneration plan could meet the organization's strategic objectives and the interests of stakeholders. The employee performance appraisal system should be combined with the corporate social responsibilitypolicy and set up a concrete reward and discipline system. |
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| Article 10. The Company shall identify stakeholders of the Company based on respect of the interest of the stakeholders,set upa stakeholders’ |
Article 10. The Company shall identify stakeholders of the Company based on respect of the interest of the stakeholders,set upa stakeholders’ |
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| Amended Article | Current Article | Reason of Amendment | ||
|---|---|---|---|---|
| special region in Company’s website; and through appropriate communication manners and participation of the stakeholders, understand their reasonable expectations and requirements. The Company shall also properly respond to important sustainable development issues that are of the concern by the stakeholders. |
special region in Company’s website; and through appropriate communication manners and participation of the stakeholders, understand their reasonable expectations and requirements. The Company shall also properly respond to important corporate social responsibilityissues that are of the concern bythe stakeholders. |
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| Article 12. The Company shall endeavor to utilize energy resourcesmore efficiently and use renewable materials, which have a low impact on the environment to improve sustainability of the earth's resources. |
Article 12. The Company shall endeavor to utilize all resourcesmore efficiently and use renewable materials, which have a low impact on the environment to improve sustainability of the earth's resources. |
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| Article 17. The Company is advised to assess the potential risks and opportunities of climate change for the company now and in the future, and adopt the corresponding measures. The Company should adopt the general standard domestically or internationally to inspect and disclosure the greenhouse gas emission. The scope should include the following: 1. The direct greenhouse gas emission: owned or controlled by the Company. 2. The indirect greenhouse gas emission: generated by inputelectricity, heat, steam, etc. 3. Other indirect emissions: generated by company activities are not indirect energy emissions, but come from emission sources owned or controlled by other companies. (The following is omitted) |
Article 17. The Company is advised to assess the potential risks and opportunities of climate change for the company now and in the future, and adopt the corresponding measures to addressclimate-related issues. The Company should adopt the general standard domestically or internationally to inspect and disclosure the greenhouse gas emission. The scope should include the following: 1. The direct greenhouse gas emission: owned or controlled by the Company. 2. The indirect greenhouse gas emission: generated by purchasedelectricity, heat, steam, etc. (The following is omitted) |
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| Chapter V Reinforcement of Disclosure of Enterprise Sustainable Development Information |
Chapter V Reinforcement of Disclosure of Corporate social responsibilityInformation |
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| Article 28. The Company shall disclose information in accordance with applicable legislations and the Corporate Governance Best Practice Principles and shall fully disclose information related to sustainable development that is relevant and reliable in order to increase the level of information transparency. The Company shall disclose the following information about sustainable development: 1. The governance mechanism, strategy, policy and management guidelines, system of sustainable developmentand the concrete plan that are approved by board resolutions. 2.Risk and impact on theCompany‘s |
Article 28. The Company shall disclose information in accordance with applicable legislations and the Corporate Governance Best Practice Principles and shall fully disclose information related to corporate social responsibilitythat is relevant and reliable in order to increase the level of information transparency. The Company shall disclose the following information about corporate social responsibility: 1. The governance mechanism, strategy, policy and management guidelines, system of corporate social responsibilityand the concrete plan that are approved by board resolutions. |
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| Amended Article | Current Article | Reason of Amendment | ||||
|---|---|---|---|---|---|---|
| 3. 4. 5. 6. |
operational and financial status by the implementation and promotion of corporate governance, development of sustainable environment and maintenance of social public interest. The promotiongoals, measures and performance of the company formulated for sustainable development. The main stakeholders and their concerns. Disclosure of management and performance information on major environmental and social issues by major suppliers. Other information related to sustainable development. |
2. 3. 4. 5. 6. |
Risk and impact on the Company‘s operational and financial status by the implementation and promotion of corporate governance, development of sustainable environment and maintenance of social public interest. The fulfillment goals, measures and performance of the company formulated for corporate social responsibility. The main stakeholders and their concerns. Disclosure of management and performance information on major environmental and social issues by major suppliers. Other information related to corporate social responsibility. |
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| Article 29. The Company shall apply the internationally recognized standard and index to prepare a sustainable development report to disclose the status of promotion of sustainable development, and it is advisable to attain the 3rd party’s assurance or guarantee to improve the reliability of information, including: 1. The implementation of the policies, systems or related management guidelines and specific promotion plans of sustainable development. (The following is omitted.) |
Article 29. The Company shall apply the internationally recognized standard and index to prepare a corporate social responsibilityreport to disclose the status of promotion of corporate social responsibility,and it is advisable to attain the 3rd party’s assurance or guarantee to improve the reliability of information, including: 1. The implementation of the policies, systems or related management guidelines and specific promotion plans of corporate social responsibility. (The following is omitted.) |
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| Article 30. The Company shall pay attention at all time to the development of domestic and international sustainable developmentpolicies and the change of enterprise environment, based on which the sustainable development system established by the Company may be reviewed and improved in order to improve the results of performance of sustainable development. |
Article 30. The Company shall pay attention at all time to the development of domestic and international corporate social responsibility policies and the change of enterprise environment, based on which the corporate social responsibilitysystem established by the Company may be reviewed and improved in order to improve the results of performance of corporate social responsibility. |
The Comparison Table of Renaming and Amendment of Some Provisions of Corporate Social Responsibility Policy
| Amended Article | Amended Article | Current Article | Current Article | Reason of Amendment | ||
|---|---|---|---|---|---|---|
| Revised policy name: Development Policy |
Sustainable | Current policy name: Responsibility Policy |
Corporate Social | In accordance with the amendment of the regulations of the competent authority. |
||
Article 1. The Company is a professional distributor of electronic components and computer peripheral equipment. As a member of the supply chain of important key parts in the electronics manufacturing industry, the Companyis dedicated to fulfillingits |
Article 1. The Company is a professional distributor of electronic components and computer peripheral equipment. As a member of the supply chain of important key parts in the electronics manufacturing industry, the Companyis dedicated to fulfillingits |
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| Amended Article | Current Article | Reason of Amendment | ||
|---|---|---|---|---|
| sustainable development and providing employees with suitable security, work safety and environmental protection related policies and training. The Company undertakes to consolidate its resources to implement sustainable development through internal and external educational training, and establish a risk management system for product quality, environment, safety, health, ethics and employee interest in accordance with applicable laws and standards in order to achieve the following sustainable developmentpolicies. The Company also undertakes to continuously perform all types of improvement in the spirit of pursuing outstandingsustainable operation. |
corporate social responsibilityand providing employees with suitable security, work safety and environmental protection related policies and training. The Company undertakes to consolidate its resources to implement corporate social responsibilitythrough internal and external educational training, and establish a risk management system for product quality, environment, safety, health, ethics and employee interest in accordance with applicable laws and standards in order to achieve the following corporate social responsibilitypolicies. The Company also undertakes to continuously perform all types of improvement in the spirit of pursuing outstandingsustainable operation. |
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| Article 11. Promotion and Participation The Company shall actively participate in government and community activities and, through promotion, encourage the company’s relevant partners to jointly promote and fulfill sustainable development. |
Article 11. Promotion and Participation The Company shall actively participate in government and community activities and, through promotion, encourage the company’s relevant partners to jointly promote and fulfill corporate social responsibility. |
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Article 12 This sustainable development policy shall be implemented after the approval by the board of directors, it will be submitted to the shareholders meeting report. The same shall be applicable in case of any amendment hereof. |
Article 12 This corporate social responsibilitypolicy shall be implemented after the approval by the board of directors, it will be submitted to the shareholders meeting report. The same shall be applicable in case of any amendment hereof. |
| The Comparison Table of Amendment of Some Provisions of Corporate Governance Best Practice Principles | The Comparison Table of Amendment of Some Provisions of Corporate Governance Best Practice Principles | The Comparison Table of Amendment of Some Provisions of Corporate Governance Best Practice Principles | |
|---|---|---|---|
| Amended Article | Current Article | Reason of Amendment | |
| Article 10. (The first to third paragraphs are omitted) The above-mentioned norms should include stock trading control measures from the date when the insiders of the Company learn about the Company's financial report or related business performance, including (but not limited to) directors not allowed to trade their stocks during the lock-up period 30 days before the announcement of the annual financial report and 15 days before the announcement of the quarterly financial report. |
Article 10. (The first to third paragraphs are omitted) The above-mentioned norms should include stock trading control measures from the date when the insiders of the Company learn about the Company's financial report or related business performance. |
In accordance with the amendment of the regulations of the competent authority. |
|
Article 10-1. It is advisable for the Company to report the remuneration received by the directors at the shareholders'meeting, including the remuneration policy, the content and amount of individual |
New Article |
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| Amended Article | Current Article | Reason of Amendment | ||
|---|---|---|---|---|
| remuneration, and the relevance to the results of the performance evaluation. |
||||
| Article 20 (The first to second paragraphs are omitted) The composition of the Board of Directors shall be determined by taking diversity into consideration. It is advisable that directors concurrently serving as company officers not exceed one-third of the total number of the board members, and that an appropriate policy on diversity based on the Company's business operations, operating dynamics, and development needs be formulated and include, without being limited to, the following two general standards: 1. Basic requirements and values: Gender, age, nationality, culture, etc., and the ratio of female directors should reach one third of the number of directors. 2. Professional knowledge and skills: A professional background (e.g., law, accounting, industry, finance, marketing, and technology), professional skills, and industry experience. (The fourth paragraph is omitted.) |
Article 20 (The first to second paragraphs are omitted) The composition of the Board of Directors shall be determined by taking diversity into consideration. It is advisable that directors concurrently serving as company officers not exceed one-third of the total number of the board members, and that an appropriate policy on diversity based on the Company's business operations, operating dynamics, and development needs be formulated and include, without being limited to, the following two general standards: 1. Basic requirements and values: Gender, age, nationality, culture, etc. 2. Professional knowledge and skills: A professional background (e.g., law, accounting, industry, finance, marketing, and technology), professional skills, and industry experience. (The fourth paragraph is omitted.) |
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| Article 24 The Company shall appoint independent directors in accordance with its articles of incorporation not less than two in number and not less than one-thirdof the total number of directors, and independent directors should not serve more than three consecutive terms. (The followings are omitted.) |
Article 24 The Company shall appoint independent directors in accordance with its articles of incorporation not less than two in number and not less thanone-fifth of the total number of directors. (The followings are omitted.) |
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| Article 49 The Company's website shall set up a special area to expose the following corporate governance-related information, and continue to update: 1. The board of directors: such as the resumes of the members of the board of directors and their powers and responsibilities, the diversity policy of the board of directors and the implementation status. 2. Functional committees: such as the resumes of the members of each |
Article 49 The Company shall disclose and update from time to time the following information regarding corporate governance in the fiscal year in accordance with laws and regulations and TWSE or TPEx rules (disclosure of supervisors'information is not required if the company has an Audit Committee): 1. Corporate governance framework and rules. 2. Ownership structure and the rights and interests of shareholders |
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1. 2. |
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| 1. 2. |
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| Amended Article | Current Article | Reason of Amendment | |||
|---|---|---|---|---|---|
| 3. 4. |
functional committee and their powers and responsibilities. Related regulations of corporate governance: such as the Company's Articles of Association, Rules and Procedures of Board of Directors Meeting, and Functional Committee’s Charter and other corporate governance related regulations. Important information related to corporate governance: such as setting up corporate governance officer information. |
(including specific and explicit dividend policy). 3. Structure, professionalism, and independence of the Board of Directors. 4. Responsibility of the Board of Directors and managerial officers. 5. Composition, duties and independence of the Audit Committee. 6. Composition, duties and operation of the Remuneration Committee and other functional committees. 7. The remuneration paid to the directors, president and vice president in the last two fiscal years, the analysis of the percentage of total remuneration to the net profit after tax in the parent company only financial reports or individual financial reports, the policy, standard and package of remuneration payment, the procedure for determination of remuneration and the connection with the operation performance and future risk. Under a specifically special scenario, remuneration of the directors shall be disclosed respectively. 8. The progress of training of directors. 9. The rights, relationships, avenues for complaint, concerns, and appropriate response mechanism regarding stakeholders. 10. Details of the events subject to information disclosure required by law and regulations. 11. The enforcement of corporate governance, differences between the corporate governance principles implemented by the Company and these Principles, and the reason for the differences. 12. Other information regarding corporate governance. The Company is advised, according to the actual performance of the corporate governance system, to disclose the plans and measures to improve its corporate governance system through appropriate mechanisms. |
(VIII) Report on the results of individual performance assessments of directors and executive officers,
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as well as the correlation and rationality between the contents and amounts of their individual remuneration and performance assessment results.
-
Explanation: The correlations between the Company's emoluments (salary and remuneration) policy of directors and executive officers and the operating performance are as follows:
-
(1) Remuneration to directors including directors' remuneration and business execution fees.
-
The Company pays the remuneration of directors, including the remuneration appropriated by the Company's articles of association and business execution fees (only the attendance fee for attending the meeting). The total appropriated amount of directors’ remuneration shall be set at a maximum of 2.5% of the net profit before tax stated in the articles of association of the Company. However, if the Company still has accumulated losses, it shall first be offset against any deficit.
-
The total remuneration of directors in 2021 of NT$47,878,000 has been approved by the Remuneration Committee and the Board of Directors on March 25, 2022. After the 2022 shareholders' meeting is reported, the Company will pay directors’ remuneration in accordance with the "Rules for Remuneration Management of Directors and Executive Managers" and "Rules for Board of Directors Performance Assessment".
-
For the performance assessments of the board of directors and board members, please refer to the Company's 2021 Annual Report.
-
-
(2) Emoluments paid to executive officers are divided into fixed salary and variable remuneration.
-
Fixed salary includes base pay, duty allowance and meal allowance, which are determined by the following factors such as education, experience, skills, degree of decision-making responsibility & risk, contribution to the Company, and the typical pay levels adopted by peer companies. The annual salary adjustment is carried out in accordance with the Company's operating conditions, the domestic economic growth rate, price index, the salary adjustment status of the industry, the personal performance appraisal and the Company's annual budget target.
-
Variable remuneration includes year-end bonus and employee remuneration.
-
a. The year-end bonus is the amount of accumulated reserves appropriates in the accounting entry in advance on a monthly basis based on the achievement rate of the budget profit target; prior to the distribution of the bonus to executive officers, the top management must first complete a comprehensive assessments, including personal performance appraisal, education, experience, skills, degree of decisionmaking responsibility & risk, contribution to the Company, the typical pay levels adopted by peer companies, etc., after which the Company distributes year-end bonuses to executive officers based on the approved allocation plan. However, the distribution plan of year-end bonus belongs to executive officers must be approved by the resolution of the Remuneration Committee and the Board of Directors.
-
b. Employees and executive officers’ remuneration is the total appropriated amount in accordance with the Company’s Articles of Association, which amount is first approved by the resolution of the Remuneration Committee and the Board of Directors and reported to the shareholders’ meeting; the procedures for the distribution of remuneration to executive officers are the same as described in the preceding subparagraph a.
-
-
Appropriation of employees and executive officers remuneration
- a. In accordance with the Articles of Association of the Company, the earning in the Company’s annual final accounts if any shall first be offset against any deficit, then, 6% to 10% of net profit before tax (before deducting remuneration to employees , executive officers, and directors) will be distributed as employees and executive officers’remuneration. Employees and executive officers who are entitled to receive the above mentioned remuneration, in share or cash, include the employees of the subsidiaries of the Company who meet certain specific requirements.
-
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- b. The total remuneration of employees (including executive officers) in 2021 of NT$191,512,000 has been approved by the Remuneration Committee and the Board of Directors on March 25, 2022, which will be paid in cash. After the 2022 shareholders' meeting is reported, the Company will pay the employees remuneration in accordance with the performance evaluation of employees (including executive officers), and then the executive officers’ distribution amount will be approved by the Remuneration Committee and the Board of Directors.
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IV.Acknowledged Matters
Agenda 1. Acknowledgement on the 2021 Business Report and the Financial Statements, including individual financial statements and consolidated financial statements. (Proposed by the Board of Directors)
Explanation:
-
The independent auditors, Lo, Jui-Lan and Au, Yiu-Kwan of KPMG Taiwan, have completed the auditing and attesting procedures of the Company’s 2021 financial reports, including individual and consolidated statements, and submitted an audit report.
-
The Board of Directors of the Company had resolved to approve the 2021 financial reports and business report on March 25, 2022 and submitted those reports to the Audit Committee for verification and a written review report was prepared as the (II) of Reporting Matters.
-
Please refer to Appendix I for the Independent Auditors’ Report
、Balance Sheets, Statements of Comprehensive Income, Statements of changes in Equity, and Statements of Cash Flows. -
Acknowledgement is respectfully requested.
RESOLVED : Approved after voting, voting results are as follows:
| Number of votes represented by attendingshareholders |
Approval | Votes | Disapproval Votes | Invalid Votes | Abstention Votes/NoVotes |
|---|---|---|---|---|---|
| Number | Percentage | Number | Number | number | |
| 286,492,646 | 269,540,346 (including E- Voting : 24,479,540) |
94.08% | 12,267 (Including E- Voting : 12,267) |
0 | 16,940,033 (Including E- Voting : 16,737,033) |
Agenda 2. Acknowledgement on the 2021 Earnings Distribution Plan. (Proposed by the Board of Directors) Explanation:
-
The Company proposed the Earnings Distribution Plan for 2021 pursuant to Articles of Association of the Company, that plan as the below has been approved by the resolution of Audit Committee and Board of Directors of the Company through discussion on March 25, 2021.
-
Acknowledgement is respectfully requested.
Weikeng Industrial Co., Ltd 2021 Earnings Distribution Plan
| Weikeng Industrial Co., Ltd 2021 Earnings Distribution Plan |
Weikeng Industrial Co., Ltd 2021 Earnings Distribution Plan |
Weikeng Industrial Co., Ltd 2021 Earnings Distribution Plan |
|---|---|---|
| Expressed in NT$ | ||
| Beginning Undistributed Retained Earnings | 0 | |
| Plus: Disposals of equity instruments at fair value through other comprehensive income |
764,119 | |
| Minus:Remeasurements of Defined benefitplans | (6,516,000) | |
| Plus: Net Income after Tax in 2021 | 1,721,139,911 | |
| Subtotal | 1,715,388,030 | |
| Less: 10% Legal Reserve | (171,538,803) | |
| Less: Special Reserve Adjustments | (88,877,980) | |
| Total Distributable Earnings for 2021 | 1,454,971,247 | |
| Distribution Items: | ||
| Cash Dividends onOrdinary Shares | 1,270,232,000 | |
| Ending Undistributed Retained Earnings | 184,739,247 | |
| Chairman:Hu, Chiu-ChiangPresident:Hu, Chiu-ChiangAccountingManager:Huang,Li-Hsiang |
RESOLVED : Approved after voting, voting results are as follows:
| Number of votes represented by attendingshareholders |
Approval | Votes | Disapproval Votes | Invalid Votes | Abstention Votes/No Votes |
|---|---|---|---|---|---|
| Number | Percentage | Number | Number | number | |
| 286,492,646 | 269,982,979 | 94.23% | 46,267 | 0 | 16,463,400 |
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| (including E- Voting : 24,922,173) |
(Including E- Voting : 46,267) |
(Including E- Voting : 16,260,400) |
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|---|---|---|---|---|---|---|
V. Discussion Matters
Agenda 1. Discussion on the Some Amendments to the Company’s Articles of Association. (Proposed by the Board of Directors)
Explanation:
-
In order to comply with the amendments to the laws and the actual operational needs, some of the articles of the Company’s Articles of Association will be amended as below. Please refer to the comparison table of some amendments to the Company’s Articles of Association.
-
Approval is respectfully requested.
Weikeng Industrial Co., Ltd.
The Comparison Table of Some Amendments to Articles of Association
| Article Item | Amended Article | Current Article | Reason of Amendment | ||
|---|---|---|---|---|---|
| Article 5 | The Company’s registered capital is NT$6,000,000,000,divided into 600,000,000shares, all as ordinary shares at NT$10 per share. The board of directors is authorized to issue the shares in several times through resolutions. Among the aforementioned registered capital amount, NT$200,000,000, divided into 20,000,000 shares, is reserved for issuance of employee stock options, preferred shares with warrants attached or corporate bonds with warrants attached. These shares may be issued pursuant to board resolutions in several times. |
The Company’s registered capital is NT$5,500,000,000, divided into 550,000,000 shares, all as ordinary shares at NT$10 per share. The board of directors is authorized to issue the shares in several times through resolutions. Among the aforementioned registered capital amount, NT$200,000,000, divided into 20,000,000 shares, is reserved for issuance of employee stock options, preferred shares with warrants attached or corporate bonds with warrants attached. These shares may be issued pursuant to board resolutions in several times. |
To meet operational needs. | ||
| Article 5-1 | With the approval of the shareholders representing two-thirds of voting rights attending a shareholders’ meeting attended by shareholders representing the majority of all outstanding shares, the Company could transfer treasury shares to its employees at a price lower than the average buy-back price of treasury shares, or issue employee stock options at a subscription price lower than the closing price of the ordinary shares on the date of issuance of the employee stock options. In accordance with the Company Act, |
With the approval of the shareholders representing two-thirds of voting rights attending a shareholders’ meeting attended by shareholders representing the majority of all outstanding shares, the Company could transfer treasury shares to its employees at a price lower than the average buy-back price of treasury shares, or issue employee stock options at a subscription price lower than the closing price of the ordinary shares on the date of issuance of the employee stock options. |
To meet operational needs | ||
the Company transfers the shares bought back to employees, issues the |
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share subscription warrants to employees, issues the restricted new shares for employees, or reserves the |
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new issuance of shares for subscription by employees. Qualification requirements of |
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| Article Item | Amended Article | Current Article | Reason of Amendment | |
|---|---|---|---|---|
| employees include the employees of parents or subsidiaries of the Company meeting certain specific requirements, and the conditions and |
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distribution methods authorize the Board of Directors or its authorized person to decide. |
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| Article 8 | The shareholders’ meetings of the Company are divided into general meetings and special meetings. General meetings are held once a year within 6 months from the end of each accounting year. Special meetings are convened in accordance with law as required. When the Company's shareholders' meeting is held, it can be held by video conference or other methods announced by the Ministry of Economic Affairs, R.O.C. |
The shareholders’ meetings of the Company are divided into general meetings and special meetings. General meetings are held once a year within 6 months from the end of each accounting year. Special meetings are convened in accordance with law as required. |
In order to cooperate with the competent authority's policy of promoting video- based shareholders' meetings. |
|
| Article 12 | The Company has 5 to 9 directors, adopting the candidates nomination system, who will be selected by the shareholders’ meeting with the list of candidates for a three-year term and the same person may be re-elected upon expiry of the term, however, the candidates shall not violate Article 30 of the Company Act and Article 26-3 of the Securities and Exchange Act. The above number of board of directors shallinclude 3 independent directorsat least.The regulations, relevant norms and other compliance matters in relation to independent directors shall be in accordance with the Company Act, Securities and Exchange Act, and other applicable regulations of the securities competent authority. Board of directors shall be elected in accordance with Article 198 of the Company Act. Independent directors shall be elected at the same time as the non-independent directors, with the number of elected persons calculated separately. The persons receiving more voting ballots shall be elected to be independent directors and non-independent directors. After election, the Company may, through board resolution, purchase liability insurance for directors of the Companycoveringcompensation |
The Company has 5 to 9 directors, adopting the candidates nomination system, who will be selected by the shareholders’ meeting with the list of candidates for a three-year term and the same person may be re-elected upon expiry of the term, however, the candidates shall not violate Article 30 of the Company Act and Article 26-3 of the Securities and Exchange Act. The above number of board of directors shallinclude 3 independent directors. The regulations, relevant norms and other compliance matters in relation to independent directors shall be in accordance with the Company Act, Securities and Exchange Act, and other applicable regulations of the securities competent authority. Board of directors shall be elected in accordance with Article 198 of the Company Act. Independent directors shall be elected at the same time as the non-independent directors, with the number of elected persons calculated separately. The persons receiving more voting ballots shall be elected to be independent directors and non-independent directors. After election, the Company may, through board resolution, purchase liability insurance for directors of the Companycoveringcompensation |
To meet operational needs |
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| Article Item | Amended Article | Current Article | Reason of Amendment | |
|---|---|---|---|---|
| liability that shall be borne in accordance with law within the scope of business operation during their terms. The total number of registered shares held by all directors shall not be less than the certain percentage of total outstanding shares stipulated by the competent authority. |
liability that shall be borne in accordance with law within the scope of business operation during their terms. The total number of registered shares held by all directors shall not be less than the certain percentage of total outstanding shares stipulated by the competent authority. |
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| Article 17 | In accordance with the Article 14-4 of the Securities and Exchange Act, the Company forms Audit Committee composed of all independent directors. The exercise of powers and related matters of the Audit Committee and its members shall follow in accordance with the Securities and Exchange Act and other applicable laws and regulations. In addition to the Audit Committee, the Board of Directors of the Company may also set up various other functional committees, and which charts shall be formulated by the Board of Directors in accordance |
In accordance with the Article 14-4 of the Securities and Exchange Act, the Company forms Audit Committee composed of all independent directors. The exercise of powers and related matters of the Audit Committee and its members shall follow in accordance with the Securities and Exchange Act and other applicable laws and regulations. |
Cooperate with the Company to set up a functional committee. |
|
| with relevant laws and regulations. | ||||
| Article 24 | These Articles of Association were established on 31 December 1976. The first amendment was made on 13 December 1980. The second amendment was made on 20 January 1981. The third amendment was made on 11 June 1981. The fourth amendment was made on 11 September 1981. The fifth amendment was made on 11 February 1982. The sixth amendment was made on 15 September 1982. The seventh amendment was made on 21 January 1983. The eighth amendment was made on 13 January 1984. The ninth amendment was made on 26 December 1985. The tenth amendment was made on 23 July 1986. The eleventh amendment was made on 16 April 1988. The twelfth amendment was made on 5 October 1988. The thirteenth amendment was made on 24 November 1989. The fourteenth amendment was made |
These Articles of Association were established on 31 December 1976. The first amendment was made on 13 December 1980. The second amendment was made on 20 January 1981. The third amendment was made on 11 June 1981. The fourth amendment was made on 11 September 1981. The fifth amendment was made on 11 February 1982. The sixth amendment was made on 15 September 1982. The seventh amendment was made on 21 January 1983. The eighth amendment was made on 13 January 1984. The ninth amendment was made on 26 December 1985. The tenth amendment was made on 23 July 1986. The eleventh amendment was made on 16 April 1988. The twelfth amendment was made on 5 October 1988. The thirteenth amendment was made on 24 November 1989. The fourteenth amendment was made |
Amendment date added. |
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| Article Item | Amended Article | Current Article | Reason of Amendment |
|---|---|---|---|
| on 20 July 1992. The fifteenth amendment was made on 12 June 1993. The sixteenth amendment was made on 8 July 1993. The seventeenth amendment was made on 14 April 1993. The eighteenth amendment was made on 26 September 1994. The nineteenth amendment was made on 15 June 1996. The twentieth amendment was made on 26 June 1997. The twenty-first amendment was made on 14 November 1997. The twenty-second amendment was made on 22 April 1998. The twenty-third amendment was made on 1 September 1998. The twenty-fourth amendment was made on 31 August 1999. The twenty-fifth amendment was made on 20 April 2000. The twenty-sixth amendment was made on 9 October 2000. The twenty-seventh amendment was made on 7 May 2001. The twenty-eighth amendment was made on 21 June 2002. The twenty-ninth amendment was made on 5 June 2003. The thirtieth amendment was made on 15 June 2004. The thirty-first amendment was made on 14 June 2005. The thirty-second amendment was made on 14 June 2006. The thirty-third amendment was made on 13 June 2008. The thirty-fourth amendment was made on 19 June 2009. The thirty-fifth amendment was made on 18 June 2010. The thirty-sixth amendment was made on 22 June 2012. The thirty-seventh amendment was made on 20 June 2013. The thirty-eighth amendment was made on 17 June 2015. The thirty-ninth amendment was made on 17 June 2016. The fortieth amendment was made on 15 June 2017. The forty-first amendment was made |
on 20 July 1992. The fifteenth amendment was made on 12 June 1993. The sixteenth amendment was made on 8 July 1993. The seventeenth amendment was made on 14 April 1993. The eighteenth amendment was made on 26 September 1994. The nineteenth amendment was made on 15 June 1996. The twentieth amendment was made on 26 June 1997. The twenty-first amendment was made on 14 November 1997. The twenty-second amendment was made on 22 April 1998. The twenty-third amendment was made on 1 September 1998. The twenty-fourth amendment was made on 31 August 1999. The twenty-fifth amendment was made on 20 April 2000. The twenty-sixth amendment was made on 9 October 2000. The twenty-seventh amendment was made on 7 May 2001. The twenty-eighth amendment was made on 21 June 2002. The twenty-ninth amendment was made on 5 June 2003. The thirtieth amendment was made on 15 June 2004. The thirty-first amendment was made on 14 June 2005. The thirty-second amendment was made on 14 June 2006. The thirty-third amendment was made on 13 June 2008. The thirty-fourth amendment was made on 19 June 2009. The thirty-fifth amendment was made on 18 June 2010. The thirty-sixth amendment was made on 22 June 2012. The thirty-seventh amendment was made on 20 June 2013. The thirty-eighth amendment was made on 17 June 2015. The thirty-ninth amendment was made on 17 June 2016. The fortieth amendment was made on 15 June 2017. The forty-first amendment was made |
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| Article Item Amended Article Current Article Reason of Amendment on 13 June 2018. The forty-second amendment was made on 20 June, 2019. The forty-third amended was made on 17 June, 2020. The forty-fourth amended was made on 20 July, 2021. The forty-fifth amended was made on 16 June, 2022. on 13 June 2018. The forty-second amendment was made on 20 June, 2019. The forty-third amended was made on 17 June, 2020. The forty-fourth amended was made on 20 July, 2021. RESOLVED :Approved after voting, votingresults are as follows: |
Article Item | Amended Article | Amended Article | Amended Article | Current Article | Current Article | Current Article | Reason of Amendment | Reason of Amendment | |
|---|---|---|---|---|---|---|---|---|---|---|
| on 13 June 2018. The forty-second amendment was made on 20 June, 2019. The forty-third amended was made on 17 June, 2020. The forty-fourth amended was made on 20 July, 2021. The forty-fifth amended was made on 16 June, 2022. |
on 13 June 2018. The forty-second amendment was made on 20 June, 2019. The forty-third amended was made on 17 June, 2020. The forty-fourth amended was made on 20 July, 2021. |
|||||||||
| Number of votes represented by attendingshareholders |
Approval Votes | Disapproval Votes | Invalid Votes | Abstention Votes/NoVotes |
||||||
| Number | Percentage | Number | Number | number | ||||||
| 286,492,646 | 269,264,887 (including E- Voting : 24,204,081) |
93.98% | 379,506 (Including E- Voting : 379,506) |
0 | 16,848,253 (Including E- Voting : 16,645,253) |
Agenda 2. Discussion on the Some Amendments to the Company’s “Procedures for Acquisition or Disposal of Assets”. (Proposed by the Board of Directors) Explanation:
-
In accordance with the provisions of the “Procedures for Acquisition or Disposal of Assets” amended by the Financial Supervisory Commission R.O.C (Taiwan) (hereinafter referred to as “FSC”) and the order by the FSC Jing-Guang-Zheng-Fa-Tzu No. 111038465 dated January 28, 2022, it is proposed to amend the relevant provisions of the Company’s “Procedures for Acquisition or Disposal of Assets” .
-
The amended articles as below were resolved by the Audit Committee and Board of Directors, which amended articles will be implemented after the resolution of the 2022 Annual General Meeting. Please refer to the comparison table of Some Amendments to Procedures for Acquisition or Disposal of Assets.
-
Approval is respectfully requested.
Weikeng Industrial Co., Ltd.
The Comparison Table of Some Amendments to Procedures for Acquisition or Disposal of Assets
| Amended Article | Current Article | Reason of Amendment |
| Article 3. Evaluation Procedure: (1) (Description omitted) (2) In acquiring or disposing of securities, the Company shall, prior to the date of occurrence of the event, obtain financial statements of the issuing company for the most recent period, certified or reviewed by a certified public accountant, for reference in appraising the transaction price, and if the dollar amount of the transaction is 20 percent of the company's paid-in capital or NT$300 million or more, the Company shall additionally engage a certified public accountant prior to the date of occurrence of the event to provide an opinion regardingthe reasonableness of the |
Article 3. Evaluation Procedure: (1) (Description omitted) (2) Unless there is the following event,in acquiring or disposing of securities, the Company shall, prior to the date of occurrence of the event, obtain financial statements of the issuing company for the most recent period, certified or reviewed by a certified public accountant, for reference in appraising the transaction price, and if the dollar amount of the transaction is 20 percent of the company's paid-in capital or NT$300 million or more, the Company shall additionally engage a certified public accountant prior to the date of occurrence of the event toprovide an opinion |
Coordinate with the competent authority to make amendments. |
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| Amended Article | Current Article | Reason of Amendment |
|---|---|---|
| transaction price. (The following descriptions of this article are deleted.) (3) In acquiring or disposing of real property, right-of-use assets thereof, and other fixed assets where the transaction amount reaches 20 percent of the Company's paid- in capital or NT$300 million or more, the Company shall obtain an appraisal report prior to the date of occurrence of the event from a objective and independent professional appraiser and shall follow the asset appraisal procedure provided under this procedure. When the Company acquires or disposes of intangible assets, right-of-use assets thereof, or memberships and the transaction amount reaches 20 percent or more of paid-in capital or NT$300 million or more, unless it is a transaction with domestic government agency, the Company shall engage a certified public accountant prior to the date of occurrence of the event to render an opinion on the reasonableness of the transaction price. |
regarding the reasonableness of the transaction price.If the CPA needs to use the report of an expert as evidence, the CPA shall do so in accordance with the provisions of Statement of Auditing Standards No. 20 published by the Taiwan Accounting Research and Development Foundation (hereinafter referred to as ARDF). (i) Securities acquired in exchange for capital injection in cash under incorporation by promoters or through placement. (ii) Participation in the subscription of securities issued at face value by issuing company under capital increase in cash in accordance with applicable laws. (iii) Participation in the subscription of securities issued by a 100% subsidiary under capital increase in cash. (iv) Trading of securities traded on the stock exchange, OTC market or emerging market in a securities stock exchange or the Taipei Exchange. (v) Government bonds, bonds under Repo or Reverse Repurchase (RS) agreements. (vi) Domestic and offshore funds. (vii) Stocks of exchange (or OTC) listed companies acquired or disposed of in accordance with the Rules Governing Purchase of Listed Securities by Reverse Auction of the stock exchange or the Taipei Exchange. (viii) Securities (other than securities under private placement) acquired through participation in share subscription under capital increase in cash by a public issuer. (ix) Subscription to funds before the launch in accordance with Paragraph 1, Article 11 of the Securities Investment Trust and Consulting Act and the order by the Financial Supervisory Commission Jing-Guang-Zheng-Si-Zhi No. 0930005249 dated 1 November 2004. (x) Subscription to or repurchase of |
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| Amended Article | Current Article | Reason of Amendment |
|---|---|---|
| domestic fund under private placement, provided that the trust agreement specifies that the investment strategy covers the same scope of investment for publicly- placed funds, except securities credit transactions and positions of uncovered securities related products held. (3) In acquiring or disposing of real property, right-of-use assets thereof, and other fixed assets where the transaction amount reaches 20 percent of the Company's paid- in capitalin the financial statements of for the most recent period, certified or reviewed by a certified public accountant, or NT$300 million or more, the Company shall obtain an appraisal report prior to the date of occurrence of the event from a objective and independent professional appraiser and shall follow the asset appraisal procedure provided under this procedure. When the Company acquires or disposes of intangible assets , right-of-use assets thereof, or memberships and the transaction amount reaches 20 percent or more of paid-in capital or NT$300 million or more, unless it is a transaction with domestic government agency, the Company shall engage a certified public accountant prior to the date of occurrence of the event to render an opinion on the reasonableness of the transaction price; the CPA shall comply with the provisions of Statement of Auditing Standards No. 20 published by the ARDF. |
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| Article 5. Procedure for Public Announcement and Reporting: (1) Under any of the following circumstances, when the Company acquires or disposes of assets, it shall publicly announce and report the relevant information on the FSC's designated website within 2 days commencing immediately from the date of occurrence of the event. i.~v.subparagraphs omitted. vi. Where an asset transaction other than any of those referred to in the preceding five subparagraphs, or an investment in the MainlandChina area |
Article 5. Procedure for Public Announcement and Reporting: (1) Under any of the following circumstances, when the Company acquires or disposes of assets, it shall publicly announce and report the relevant information on the FSC's designated website within 2 days commencing immediately from the date of occurrence of the event. i.~v.subparagraphs omitted. vi. Where an asset transaction other than any of those referred to in the preceding five subparagraphs or an investment in the MainlandChina |
Coordinate with the competent authority to make amendments. |
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| Amended Article | Current Article | Reason of Amendment |
|---|---|---|
| reaches 20 percent or more of paid-in capital or NT$300 million; provided, this shall not apply to the following circumstances: (i)Trading of domestic government bondsor foreign bonds with a credit rating not lower than our country's sovereign rating. (ii)Trading of bonds under Repo or RS agreements, subscription or redemption of money market funds issued by domestic securities investment trust enterprises. (The following descriptions are omitted.) |
area reaches 20 percent or more of paid-in capital or NT$300 million; provided, this shall not apply to the following circumstances: (i) Trading of domestic government bonds. (ii)Trading of bonds under Repo or RS agreements, subscription or redemption of money market funds issued by domestic securities investment trust enterprises. (The following descriptions are omitted.) |
|
| Article 6. Asset Appraisal Procedure: In acquiring or disposing of real property or equipment or right-of-use assets where the transaction amount reaches 20 percent of the company's paid-in capital or NT$300 million or more, the company, unless transacting with a domestic government agency, engaging others to build on its own land, engaging others to build on rented land, or acquiring or disposing of equipment or right-of-use assets thereof for business use, shall obtain an appraisal report prior to the date of occurrence of the event from a professional appraiser and shall further comply with the following provisions. However, where the Company acquires or disposes of assets through court auction procedures, the evidentiary documentation issued by the court may be substituted for the appraisal report or CPA opinion. (1)~(2)Omitted (3)Where any one of the following circumstances applies with respect to the professional appraiser's appraisal results, unless all the appraisal results for the assets to be acquired are higher than the transaction amount, or all the appraisal results for the assets to be disposed of are lower than the transaction amount, a certified public accountant shall be engaged to perform the appraisal and render a specific opinion regarding the reason for the discrepancy and the appropriateness of the transaction price: i. The discrepancy between the appraisal result and the transaction amount is 20 percent or more of the transaction amount. ii.The discrepancybetween the appraisal |
Article 6. Asset Appraisal Procedure: In acquiring or disposing of real property or equipment or right-of-use assets where the transaction amount reaches 20 percent of the company's paid-in capitalin the financial statements of for the most recent period, certified or reviewed by a certified public accountantor NT$300 million or more, the company, unless transacting with a domestic government agency, engaging others to build on its own land, engaging others to build on rented land, or acquiring or disposing of equipment or right-of-use assets thereof for business use, shall obtain an appraisal report prior to the date of occurrence of the event from a professional appraiser and shall further comply with the following provisions. However, where the Company acquires or disposes of assets through court auction procedures, the evidentiary documentation issued by the court may be substituted for the appraisal report or CPA opinion. (1) ~(2)Omitted (3)Where any one of the following circumstances applies with respect to the professional appraiser's appraisal results, unless all the appraisal results for the assets to be acquired are higher than the transaction amount, or all the appraisal results for the assets to be disposed of are lower than the transaction amount, a certified public accountant shall be engaged to perform the appraisalin accordance with the provisions of Statement of Auditing Standards No. 20 published by the ROC Accounting Research and Development Foundation (ARDF)and render a specific opinion |
Coordinate with the competent authority to make amendments. |
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| Amended Article | Current Article | Reason of Amendment |
|---|---|---|
| results of two or more professional appraisers is 10 percent or more of the transaction amount. (The following clauses are omitted.) |
regarding the reason for the discrepancy and the appropriateness of the transaction price: i. The discrepancy between the appraisal result and the transaction amount is 20 percent or more of the transaction amount. ii. The discrepancy between the appraisal results of two or more professional appraisers is 10 percent or more of the transaction amount. (The following clauses are omitted.) |
|
| Article 11.Resolution Procedure: When the Company intends to acquire or dispose of real property or right-of-use assets thereof from or to a related party, or when it intends to acquire or dispose of assets other than real property or right-of-use assets thereof from or to a related party and the transaction amount reaches 20 percent or more of paid-in capital, 10 percent or more of the company's total assets, or NT$300 million or more, other than sale and purchase of government bonds, bonds under Repo or RS agreements, subscription or redemption of money market funds issued by domestic securities investment trust enterprise, the Company may not proceed to enter into a transaction contract or make a payment until the following matters have been submitted by the execution department to Audit Committee for review and then to get approved by the Board of Directors: (1) ~(7)Omitted. With respect to the types of transactions listed below, when to be conducted between the Company and its parent or subsidiaries, or between its subsidiaries in which it directly or indirectly holds 100 percent of the issued shares or authorized capital, the Company's Board of Directors may pursuant to Subparagraph 5, Paragraph 1, Article 4 delegate the board chairman to decide such matters when the transaction is within the amount of NT$60 million (inclusive)and have the decisions subsequently submitted to and ratified by the next Board of Directors meeting: (1)Acquisition or disposal of equipment or right-of-use assets thereof held for business use. (2) Acquisition or disposal of real property right-of-use assets held for business use. |
Article 11.Resolution Procedure: When the Company intends to acquire or dispose of real property or right-of-use assets thereof from or to a related party, or when it intends to acquire or dispose of assets other than real property or right-of-use assets thereof from or to a related party and the transaction amount reaches 20 percent or more of paid-in capital, 10 percent or more of the company's total assets, or NT$300 million or more, other than sale and purchase of government bonds, bonds under Repo or RS agreements, subscription or redemption of money market funds issued by domestic securities investment trust enterprise, the Company may not proceed to enter into a transaction contract or make a payment until the following matters have been submitted by the execution department to Audit Committee for review and then to get approved by the Board of Directors: (1) ~(7)Omitted. The calculation of the transaction amounts referred to in the preceding paragraph shall be made in accordance with Paragraph 1, Article 5 herein, and "within the preceding year" as used herein refers to the year preceding the date of occurrence of the current transaction. Items that have been reviewed by the Audit Committee and then approved by the Board of Directors need not be counted toward the transaction amount. With respect to the types of transactions listed below, when to be conducted between the Company and its parent or subsidiaries, or between its subsidiaries in which it directly or indirectly holds 100 percent of the issued shares or authorized capital, the Company's Board of Directors may pursuant to Subparagraph 5, Paragraph 1, Article 4 delegate the board chairman to decide such |
Coordinate with the competent authority to make amendments. |
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| Amended Article | Current Article | Reason of Amendment | |
|---|---|---|---|
| Where Audit Committee reviews the matters for which paragraph 1, and shall be subject to mutatis mutandis application of Article 26. If the Company or the Company's subsidiary that is not a domestic public offering company has the transactions mentioned in Paragraph 1 of this article, which amount is 10 percent or more of the Company's total assets, and the Company shall first propose a proposal and obtain approval from the shareholders'meeting before signing the transaction contract and making payment. However, the transactions between the Company and its subsidiaries, or between subsidiaries, are not subject to this limitation. The calculation of the transaction amount referred to in Paragraph 1 and the preceding Paragraph shall be made in accordance with Paragraph 1, Article 5 herein, and"within the preceding year"as used herein refers to the year preceding the date of occurrence of the current transaction, and shall be calculated retrospectively for one year. However, transactions that have been submitted to the shareholders'meeting, reviewed by the Audit Committee and then approved by the Board of Directors in accordance with the procedures prescribed by the competent authority are exempted from being counted. |
matters when the transaction is withina certainamount and have the decisions subsequently submitted to and ratified by the next Board of Directors meeting: (1)Acquisition or disposal of equipment or right-of-use assets thereof held for business use. (2) Acquisition or disposal of real property right-of-use assets held for business use. Where Audit Committee reviews the matters for which paragraph 1, and shall be subject to mutatis mutandis application of Article 26. |
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| Article 25.Professional appraisers and their officers, certified public accounts, attorneys, and securities underwriters that provide the Company with appraisal reports, certified public accountant's opinions, attorney's opinions, or underwriter's opinions shall meet the following requirements: (1)~(3)Omitted. When issuing an appraisal report or opinion, the personnel referred to in the preceding paragraph shall comply with the self- discipline regulations of their respective industry associations andthe following: (1) Prior to accepting a case, they shall prudently assess their own professional capabilities, practical experience, and independence. (2) When executinga case, they shall appropriately plan and execute adequate working procedures, in order to produce a conclusion and use the conclusion as the basis for issuing the report or opinion. The related working procedures, data collected,and conclusion shall be fully |
Article 25.Professional appraisers and their officers, certified public accounts, attorneys, and securities underwriters that provide the Company with appraisal reports, certified public accountant's opinions, attorney's opinions, or underwriter's opinions shall meet the following requirements: (1) ~(3)Omitted. When issuing an appraisal report or opinion, the personnel referred to in the preceding paragraph shall comply with the following: (1)Prior to accepting a case, they shall prudently assess their own professional capabilities, practical experience, and independence. (2)Whenexamininga case, they shall appropriately plan and execute adequate working procedures, in order to produce a conclusion and use the conclusion as the basis for issuing the report or opinion. The related working procedures, data collected, and conclusion shall be fully and accurately specified in the case working papers. |
Coordinate with the competent authority to make amendments and adjust the paragraphs. |
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| Amended Article | Current Article | Reason of Amendment | |
|---|---|---|---|
| (3) (4) |
and accurately specified in the case working papers. They shall undertake an item-by-item evaluation of the appropriatenessand reasonableness of the sources of data used, the parameters, and the information, as the basis for issuance of the appraisal report or the opinion. They shall issue a statement attesting to the professional competence and independence of the personnel who prepared the report or opinion, and that they have evaluated and found that the information used is reasonable and appropriate,and that they have complied with applicable laws and regulations |
(3)They shall undertake an item-by-item evaluation of thecomprehensiveness, accuracy, and reasonablenessof the sources of data used, the parameters, and the information, as the basis for issuance of the appraisal report or the opinion. (4)They shall issue a statement attesting to the professional competence and independence of the personnel who prepared the report or opinion, and that they have evaluated and found that the information used isreasonable and accurate, and that they have complied with applicable laws and regulations. |
|
| Article 28.Provisions about “20% of paid-in capital” and “10% of total asset” referred to in this Procedure shall be calculated based on paid-in capital and the total asset amount in the latest individual financial report audited and attested by CPAs in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers. |
Article 28.Provisions about “20% of paid-in capital” and “10% of total asset” referred to in this Procedure shall be calculated based on paid-in capital and the total asset amount in the lateststatutory or individual financial report prepared in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers |
Coordinate with the competent authority to make amendments. |
RESOLVED : Approved after voting, voting results are as follows:
RESOLVED:Approved |
after voting, votingresults are a | after voting, votingresults are a | s follows: | ||
|---|---|---|---|---|---|
| Number of votes represented by attendingshareholders |
Approval Votes | Disapproval Votes | Invalid Votes | Abstention Votes/NoVotes |
|
| Number | Percentage | Number | Number | number | |
| 286,492,646 | 269,632,060 (including E- Voting : 24,571,254) |
94.11% | 14,442 (Including E- Voting : 14,442) |
0 | 16,846,144 (Including E- Voting : 16,643,144) |
Agenda 3. Discussion on the Some Amendments to the Company’s Rules of Procedure for Shareholders' Meeting . (Proposed by the Board of Directors) Explanation:
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In response to the amendment of Article 172-2 of the Company Act, open public companies can hold shareholders' meetings by video conferencing, and amend the relevant articles of the Company's "Rules of Procedure for Shareholders' Meetings" in accordance with the order No. 1110004093 dated March 08, 2022.
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Please refer to the comparison table of Some Amendments to the Rules of Procedure for Shareholders' Meeting as below.
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Approval is respectfully requested.
Weikeng Industrial Co., Ltd.
| Weikeng Industrial Co., Ltd. | Weikeng Industrial Co., Ltd. | Weikeng Industrial Co., Ltd. |
|---|---|---|
| The Comparison Table of Some Amendments to the Rules of Procedure for Shareholders'Meeting | ||
Amended Article |
Current Article |
Reason of Amendment |
| Article 3 The Company shall specify in its shareholders’ meeting notice the time during which the registrations for |
Article 3 The Company shall specify in its shareholders’ meetingnotices the time during which shareholder |
This Article is amended in accordance |
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| Amended Article | Current Article | Reason of Amendment |
|
|---|---|---|---|
| attendance of shareholders, solicitors, appointed proxies (hereinafter referred to as shareholders)will be accepted, the place to register for attendance, and other matters for attention. Any change in the way the shareholders' meeting is held shall be resolved by the Board of Directors and shall be made at the latest before mailing the shareholders'meeting notice. The above-mentioned time for the acceptance of registrations for shareholders' attendance shall be at least 30 minutes prior to the start of the meeting; the registration area shall be clearly marked, and adequate and appropriate personnel shall be assigned to handle the registrations; The acceptance of registrations for shareholders'meetings by video conference should be 30 |
shareholders, solicitors, appointed proxies | attendance registrations will be accepted, the place to register for attendance, and other matters for attention. As stated in the preceding paragraph, the time during which shareholder attendance registrations will be accepted shall be at least 30 minutes prior to the time the meeting commences. The place where attendance registrations are accepted shall be clearly marked and a sufficient number of suitable personnel assigned to handle the registrations. Shareholders (or their proxies) shall attend shareholders’ meetings based on attendance cards, sign-in cards, or other certificates of attendance. Voting rights represented in the meeting shall be calculated on such basis. Solicitors with proxy forms shall also bring identification documents for verification. |
with the order of the competent authority. |
minutes before the start of the meeting on the video conference platform of the shareholders'meeting. The shareholders who complete the registrations shall be deemed to attend the meeting in person.Shareholders shall attend shareholders’ meetings based on attendance cards, sign-in cards, or other certificates of attendance. Voting rights represented in the meeting shall be calculated on such basis. Solicitors with proxy forms shall also bringidentification documents forverification. |
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| Article 3-1 The Company shall specify the following in the shareholders'meeting notice if the shareholders’meeting |
This Article is added in accordance with the order of the competent |
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is by video conference: I. The way shareholders participate in the video conference and exercise their rights. II. The handling of obstacles to the video conference platform or video participation due to natural disasters, events or other force majeure circumstances shall include |
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at least the following: (I) The time when the aforementioned obstacles continue |
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and cannot be removed, and the date when the meeting must be postponed or reconvened. (II) Shareholders who have not registered to participate in the original meeting by video conference shall not participate in the postponed or reconvened meeting. (III) If a video-assisted shareholders'meeting cannot be reconvened by video conference, the shareholders' meeting shall continue if the total number of shares present reaches the legal quota for the shareholders' meeting after deducting the number of shares attending the shareholders’meeting by video conference, and the number of shares attending the shareholders’meeting by |
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video conference shall be counted in the total number of |
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| shares present for the shareholders'meeting, and shall be | |||
deemed abstain from all motions for that shareholders' meeting. (IV) In the event that the results of all motions have been |
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announced and no extraordinary motion has been made, |
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or other handling methods. III. The Company shall convene a shareholders'meeting |
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| Amended Article | Current Article | Reason of Amendment |
|---|---|---|
| by video conference and shall state the appropriate alternative measures for shareholders who have difficulties in participating in the shareholders'meeting by video conference. |
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| Article 4 The chair shall call the meeting to order at the appointed meeting time. However, when the attending shareholders do not represent a majority of the total number of issued shares, the chair may announce a postponement, provided that no more than two such postponements, for a combined total of no more than 1 hour, may be made. If the quorum is not met after two postponements and the attending shareholders still represent less than one-third of the total number of issued shares, a tentative resolution may be adopted pursuant to Article 175, paragraph 1 of the Company Act. The shareholders shall be notified of the tentative resolution and a further shareholders'meeting will be held within one month. If the shareholders'meeting is held by video conference, the shareholders who wish to attend the meeting by video conference shall re-register with the Company in accordance with Article 16. When, prior to the conclusion of the meeting, the attending shareholders represent a majority of the total number of issued shares, the chair may resubmit the tentative resolution for a vote by the shareholders’ meeting pursuant to Article 174 of theCompanyAct. |
Article 4 The chair shall call the meeting to order at the appointed meeting time. However, when the attending shareholders do not represent a majority of the total number of issued shares, the chair may announce a postponement, provided that no more than two such postponements, for a combined total of no more than 1 hour, may be made. If the quorum is not met after two postponements and the attending shareholders still represent less than one-third of the total number of issued shares, a tentative resolution may be adopted pursuant to Article 175, paragraph 1 of the Company Act. When, prior to the conclusion of the meeting, the attending shareholders represent a majority of the total number of issued shares, the chair may resubmit the tentative resolution for a vote by the shareholders’ meeting pursuant to Article 174 of the Company Act. |
This Article is amended in accordance with the order of the competent authority. |
| Article 5 Attendance at shareholders’ meetings shall be calculated based on numbers of shares. The number of shares present shall be calculated based on the number of shares |
Article 5 Attendance at shareholders’ meetings shall be calculated based on numbers of shares. |
This Article is amended in accordance with the order of the competent authority. |
reported in the signature book or the submitted attendance cards and registrations on the video conference platform, plus the number of shares exercising the voting rights by written or electronic means. |
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| Article 6 The venue for a shareholders’ meeting shall be the premises of the Company, or a place easily accessible to shareholders and suitable for a shareholders’ meeting. The meeting may begin no earlier than 9 a.m. and no later than 3 p.m. The Company shall not be restricted from holding a video shareholders'meeting on the venue |
Article 6 The venue for a shareholders’ meeting shall be the premises of the Company, or a place easily accessible to shareholders and suitable for a shareholders’ meeting. The meeting may begin no earlier than 9 a.m. and no later than 3 p.m. |
This Article is amended in accordance with the order of the competent authority. |
as described above. The meeting chair and the recorder shall be present at the |
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same venue in the country when the Company convenes |
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a shareholders'meeting by video conference, and the meeting chair shall announce the address of such venue at the time the meeting is called to order. |
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| Article 10 The Company shall make an audio or video recording of the proceedings of the shareholders’ meeting and such recordingshall be maintained for at least oneyear.If, |
Article 10 The Company shall make an audio or video recording of the proceedings of the shareholders’ meeting and such recordingshall be maintained for at least one |
This Article is amended in accordance with the order |
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| Amended Article | Current Article | Reason of Amendment |
|---|---|---|
| however, a shareholder files a lawsuit pursuant to Article 189 of the Company Act, the recording shall be retained until the conclusion of the litigation. If a shareholders'meeting is held by video conference, the Company shall keep records of the shareholders' registration, sign-in, attendance, questions, voting, and the Company's vote counting results, and shall make an uninterrupted audio and video recording of the entire video conference. The Company shall keep the aforementioned information |
year. If, however, a shareholder files a lawsuit pursuant to Article 189 of the Company Act, the recording shall be retained until the conclusion of the litigation. |
of the competent authority. |
and audio and video recordings throughout the life of the |
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Company period and provide the audio and video recordings to the person appointed to administer the video conference for retention. |
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| Article 15 Unless otherwise provided by law and Articles of Association, the proposal shall be approved by the majority of votes represented by attending shareholders. At the time of voting, the meeting chair or the person designated by the chair should first announce the total number of voting rights of the attending shareholders for |
Article 15 Unless otherwise provided by law and Articles of Association, the proposal shall be approved by the majority of votes represented by attending shareholders. If no objection is voiced following an inquiry by the chair during voting, the proposal will be deemed approved with the same effect as a vote. If there is any objection, the chair may ask the persons voicing objections and waivers by showing their hands or standing up to count the votes. If the legal number or the number required in the articles of association is not met, the proposal shall still be passed and novotingis required. |
This Article is amended in accordance with the order of the competent authority. |
each proposal. The shareholders shall vote on each proposal. On the same day after the meeting, the results of shareholders’approvals, disapprovals and abstentions, |
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shall be entered into the Market Observation Post System. |
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| Article 16 When a juristic person is appointed to attend as a proxy, it may designate only one person to represent it in the meeting. When a shareholders'meeting is held by video conference, shareholders who wish to attend by video conference should register with the Company two days prior to the shareholders'meeting. If a shareholders'meeting is held by video conference, the Company shall upload the meeting handbook, annual |
Article 16 When a juristic person is appointed to attend as a proxy, it may designate only one person to represent it in the meeting. When a juristic person shareholder appoints two or more representatives to attend a shareholders’ meeting, only one of the representatives so appointed may speak on the same proposal. |
This Article is amended in accordance with the order of the competent authority. |
report and other relevant information to the video conference platform at least 30 minutes prior to the meeting and continue to disclose them until the end of the meeting. When a juristic person shareholder appoints two or more representatives to attend a shareholders’ meeting, only one of the representatives so appointed may speak on the sameproposal. |
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| Article 17 After an attending shareholder has spoken, the chair may respond in person or direct relevant personnel to respond. If the shareholders'meeting is convened by video conference, shareholders participating by video conference may ask questions by text on the video conference platform after the meeting chair calls the meeting to order and before the meeting is adjourned. The number of questions shall not exceed two for each |
Article 17 After an attending shareholder has spoken, the chair may respond in person or direct relevant personnel to respond. |
This Article is amended in accordance with the order of the competent authority. |
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| Amended Article | Current Article | Reason of Amendment |
|---|---|---|
| motion, and each time shall be limited to 200 words, and | ||
the provisions of Article 11 to Article 3 shall not apply. If the preceding question does not violate the regulations |
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or is within the scope of the motion, it is appropriate to disclose the question on the video conference platform of |
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the shareholders'meeting for public information. |
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| Article 18 Vote monitoring and counting personnel for the voting on a proposal shall be appointed by the chair, provided that all monitoring personnel shall be shareholders of the Company. Vote counting for shareholders’meeting proposals or elections shall be conducted in public at the |
Article 18 Vote monitoring and counting personnel for the voting on a proposal shall be appointed by the chair, provided that all monitoring personnel shall be shareholders of the Company. The results of the voting, including the statistical tallies of the numbers of votes, shall be announced on-site at the meeting, and a record made of the vote. |
This Article is amended in accordance with the order of the competent authority. |
place of the shareholders meeting. Immediately after vote counting has been completed, the results of the voting, including the statistical tallies of the numbers of votes, shall be announced on-site at the meeting and made into record. After the meeting chair calls the Company’s shareholders’meeting by video conference to order, the shareholders participating by video conference shall vote |
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on the motions and the elections through the video conference platform, and the voting shall be completed before the meeting chair announces the end of the voting. |
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Any delay shall be deemed as an abstention. If a shareholders'meeting is convened by video conference, a one-time vote count shall be conducted after the meeting chair announces the close of voting and |
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the voting and election results shall be announced When the Company convenes a video-assisted shareholders'meeting, shareholders who have registered |
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to attend the shareholders'meeting by video conference in accordance with Article 16 and wish to attend the physical shareholders'meeting in person shall deregister |
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in the same manner as they have registered two days prior to the shareholders'meeting; if they deregister after |
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that time, they can attend the shareholders'meeting by video conference only. A shareholder who exercises his or her voting rights in writing or by electronic means and does not revoke his or |
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her declaration of intent to attend the shareholders' meeting by video means may not exercise his or her voting rights on the original motion or propose amendments to the original motion or exercise his or her |
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voting rights on amendments to the original motion, except for an extraordinary motion. |
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| Article 22 Any matter not stipulated in this procedure shall be in accordance with the Company Act, the articles of association of the Company and applicable laws. If a shareholders'meeting is convened by video conference, the meeting chair shall make the announcement separately when calling the meeting to order. Except in the case of the meeting that does not |
Article 22 Any matter not stipulated in this procedure shall be in accordance with the Company Act, the articles of association of the Company and applicable laws. |
This Article is amended in accordance with the order of the competent authority. |
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Reason of Amended Article Current Article Amendment need to be postponed or reconvened as stipulated in Article 44-20 paragraph 4 of the Regulations Governing the Administration of Shareholder Services of Public Companies, before the meeting chair announces the adjournment of the meeting, if, due to natural disasters, events or other force majeure circumstances, the video conference platform or participation by video communication is obstructed and lasts for more than 30 minutes, the meeting shall be postponed or reconvened within five days, and the provisions of Article 182 of the Company Act shall not apply. In the event of an adjournment or reconvening of a meeting under the preceding Paragraph, shareholders who have not registered to participate in the original meeting by video means shall not participate in the postponed or reconvened meeting. For the postponed or reconvened meeting in accordance with the second paragraph, if a shareholder who has registered to attend the original shareholders' meeting by video means and has completed the registration for the meeting, but does not participate in the adjourned or reconvened meeting, the number of shares, voting rights and election rights exercised at the original shareholders' meeting shall be counted in the total number of shares, voting rights and election rights of the shareholders attending the adjourned or reconvened meeting. If the shareholders' meeting is adjourned or reconvened in accordance with the second paragraph, there is no need to discuss and resolve again if the voting and counting of votes have been completed and the voting results or the list of directors and supervisors elected have been announced.
If the Company holds a video-assisted shareholders' meeting and the video conference cannot be reconvened in accordance with Paragraph 2, the shareholders' meeting shall continue if the total number of shares present, after deducting the number of shares attending the shareholders' meeting by video means, still reaches the legal quota for the shareholders' meeting, without the need to adjourn or reconvene the meeting in accordance with Paragraph 2.
In the event that the meeting should be continued under the preceding Paragraph, the number of shares attending the shareholders’ meeting by video means shall be counted in the total number of shares attended, but shall be deemed to have abstained for the purpose of all motions at that meeting.
If the Company adjourns or reconvenes the meeting in accordance with Paragraph 2, the Company shall comply - with the provisions set forth in Article 44 20, Paragraph 7 of the Regulations Governing the Administration of Shareholder Services of Public Companies, and shall complete the relevant preliminary work in accordance with the date of the original shareholders' meeting and
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Reason of Amended Article Current Article Amendment the provisions of each Article. In accordance with the latter part of Article 12 and the third Paragraph of Article 13 of the Regulations Governing the Use of Proxies for Attendance at Shareholder Meetings of Public Companies and the - period set forth in Paragraph 2 of Article 44 5, Article 45-15 and Paragraph 1 of Article 44-17 of the Regulations Governing the Administration of Shareholder Services of Public Companies, the Company shall follow the date of the shareholders' meeting for the postponement or reconvening of the meeting as stipulated in Paragraph 2. When convening a shareholders' meeting by video means, the Company shall provide the appropriate alternative measures for shareholders who have difficulties participating in the meetings by video means.
RESOLVED : Approved after voting, voting results are as follows:
RESOLVED:Approve |
d after voting, votingresults are | d after voting, votingresults are | as follows: | ||
|---|---|---|---|---|---|
| Number of votes represented by attendingshareholders |
Approval Votes | Disapproval Votes | Invalid Votes | Abstention Votes/No Votes |
|
| Number | Percentage | Number | Number | number | |
| 286,492,646 | 269,629,964 (including E- Voting : 24,569,158) |
94.11% | 15,433 (Including E- Voting : 15,433) |
0 | 16,847,249 (Including E-Voting : 16,644,249) |
VI. Ad Hoc Motions
None
VII.Meeting Adjourned
The total number of ordinary shares in attendance by shareholders (including in person and by proxy) are 286,492,646 shares (including the number of shares attended through electronic means which are 41,228,840 shares), accounted for 68.00% of the total 421,294,256 ordinary shares issued by the Company before meeting adjourned, and meeting adjourned at 9:26 a.m. All items in today’s meeting agenda have been discussed and the Chairman announces that the meeting is adjourned.
(The minutes of this Annual General Meeting of shareholders only state the gist of the meeting and the results of the resolutions; the content and procedures of the meeting, as well as the speeches of shareholders, are still subject to the audio and video records of the meeting.)
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Stock Code:3033
Appendix I
WEIKENG INDUSTRIAL CO., LTD.
Parent Company Only Financial Statements
With Independent Auditors ’ Report For the Years Ended December 31, 2021 and 2020
Address: 11F., No.308, Sec.1, Neihu Rd., Neihu Dist., Taipei City Telephone: (02)2659-0202
The independent auditors ’ report and the accompanying Parent Company only financial statements are the English translation of the Chinese version prepared and used in the Republic of China. If there is any conflict between, or any difference in the interpretation of the English and Chinese language independent auditors ’ report and Parent Company only financial statements, the Chinese version shall prevail.
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Independent Auditors ’ Report
To the Board of Directors of Weikeng Industrial Co., Ltd.:
Opinion
We have audited the financial statements of Weikeng Industrial Co., Ltd. ( “ the Company ” ), which comprise the balance sheets as of December 31, 2021 and 2020, the statements of comprehensive income, changes in equity and cash flows for the years then ended, and notes to the financial statements, including a summary of significant accounting policies.
In our opinion, the accompanying financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2021 and 2020, and its financial performance and its cash flows for the years then ended in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers.
Basis for Opinion
We conducted our audits in accordance with the Regulations Governing Auditing and Attestation of Financial Statements by Certified Public Accountants and the auditing standards generally accepted in the Republic of China. Our responsibilities under those standards are further described in the Auditors ’ Responsibilities for the Audit of the Financial Statements section of our report. We are independent of the Company in accordance with the Certified Public Accountants Code of Professional Ethics in Republic of China ( “ the Code ” ), and we have fulfilled our other ethical responsibilities in accordance with the Code. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis of our opinion.
Key Audit Matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the financial statements of the current period. These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. The key audit matters we judged shall be presented in the auditors ’ report as follows:
- Recognition of Operating Revenue
Please refer to note (4)(m) “ Revenue recognition ” for accounting policies with respect to recognizing revenue, and to note (6)(s) “ Revenue from contracts with customers ” for explanatory notes about revenue.
Description of key audit matters:
Weikeng Industrial Co., Ltd. is a listed company. The Company is a distributor for the sale of electronic components and computer peripheral equipment. Operating revenue is one of the significant items in the financial statements, and the amounts and changes of operating revenue may affect the users ’ understanding of the entire financial statements. Therefore, the testing over revenue recognition is considered a key matter in our audit.
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How the matter was addressed in our audit:
Our main audit procedures for the aforementioned key audit matters include testing the Company ’ s controls surrounding revenue recognition in the order-to-cash transaction cycle, including reconciliations between the general ledger and sales system; performing the detailed test of relevant vouchers, as well as assessing whether the Company ’ s timing on revenue recognition and the amounts recognized are in accordance with related standards.
- Valuation of Inventories
Please refer to note (4)(g) “ Inventories ” for accounting policies with respect to valuating inventories, to note (5) "Valuation of inventories" for accounting estimates and uncertainties of affairs for inventory valuation; and to note (6)(f) “ Inventories ” for explanatory notes about inventories and related expenses.
Description of key audit matters:
The Company is a distributor for the sale of electronic components and computer peripheral equipment. Due to the horizontal competition in the industry and constant advancement of related technologies, the price of end electronic products are volatile, and thus, affects the price of electronic components and computer peripheral equipment. Therefore, the testing over the valuation of inventories is considered a key matter in our audit.
How the matter was addressed in our audit:
Our main audit procedures for the aforementioned key audit matters include testing the related control over the cost operating cycle; evaluating whether the policies for setting aside allowance for inventory valuation and obsolescence losses are in accordance with the Company ’ s policies and related standards; and executing the implementation of sampling procedures to check the correctness of stock age. In addition, we also examined the inventory aging reports, understood the subsequent sales status of slow-moving inventories; and evaluated the adopted basis of net realizable value to verify the rationality of the management ’ s estimates on the allowance for inventory valuation.
- The share of profit (loss) of subsidiaries and investments accounted for using equity method
Please refer to note (4)(h) ” Investments of subsidiaries ” for the accounting policies; note (6)(g) ” Investments accounted for using equity method ” for explanatory notes about the investments under equity method.
Description of key audit matters:
The subsidiaries, which are recognized under equity method, are distributors for the sale of electronic components and computer peripheral equipment with holding material assets, such as accounts receivable and inventories. Therefore, the share of profit of subsidiaries and investments accounted for using equity method which is one of the material items in the financial statements is considered a key matter in our audit.
How the matter was addressed in our audit:
Our main audit procedures for the aforementioned key audit matters include understanding the related control over investments accounted for using equity method; testing the changes of the investment under equity method within the year, including the recognition of investments gains (losses) and the share of comprehensive income; as well as assessing whether the Company ’ s recognition of investments are in accordance with the related standards.
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Responsibilities of Management and Those Charged with Governance for the Financial Statements
The management is responsible for the preparation and fair presentation of the financial statements in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers, and for such internal control as management determines is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the financial statements, management is responsible for assessing the Company ’ s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.
Those charged with governance (including Audit Committee) are responsible for overseeing the Company ’ s financial reporting process.
Auditor ’ s Responsibilities for the Audit of the Financial Statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors ’ report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the auditing standards generally accepted in the Republic of China will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.
As part of an audit in accordance with auditing standards generally accepted in the Republic of China, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:
-
Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
-
Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company ’ s internal control.
-
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
-
Conclude on the appropriateness of management ’ s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company ’ s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor ’ s report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor ’ s report. However, future events or conditions may cause the Company to cease to continue as a going concern.
-
Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
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- Obtain sufficient and appropriate audit evidence regarding the financial information of the investments in other entities accounted for using the equity method to express an opinion on this financial statements. We are responsible for the direction, supervision and performance of the audit. We remain solely responsible for our audit opinion.
We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.
From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditor ’ s report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.
The engagement partners on the audit resulting in this independent auditors ’ report are Jui-Lan Lo and Yiu-Kwan Au.
KPMG
Taipei, Taiwan (Republic of China) March 25, 2022
Notes to Readers
The accompanying Parent Company only financial statements are intended only to present the financial position, financial performance and cash flows in accordance with the accounting principles and practices generally accepted in the Republic of China and not those of any other jurisdictions. The standards, procedures and practices to audit such Parent Company only financial statements are those generally accepted and applied in the Republic of China.
The independent auditors ’ audit report and the accompanying Parent Company only financial statements are the English translation of the Chinese version prepared and used in the Republic of China. If there is any conflict between, or any difference in the interpretation of the English and Chinese language independent auditors ’ audit report and Parent Company only financial statements, the Chinese version shall prevail.
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(English Translation of Financial Statements Originally Issued in Chinese) WEIKENG INDUSTRIAL CO., LTD.
Balance Sheets
December 31, 2021 and 2020
(Expressed in Thousands of New Taiwan Dollars)
| Assets Current assets: 1100 Cash and cash equivalents (note (6)(a)) 1110 Financial assets at fair value through profit or loss-current(note (6)(b)) 1170 Notes and accounts receivable, net (note (6)(d) and note (7)) 1200 Other receivables (note (6)(e) and note (7)) 1300 Inventories, net (note (6)(f)) 1470 Prepaid expenses and other current assets Non-current assets: 1510 Non-current financial assets at fair value through profit or loss (note (6)(b)) 1517 Non-current financial assets at fair value through other comprehensive income (note (6)(c)) 1550 Investments accounted for using equity method, net (note (6)(g)) 1600 Property, plant and equipment (note (6)(h)) 1755 Right-of-use assets (note (6)(i)) 1780 Intangible assets 1840 Deferred tax assets (note (6)(p)) 1900 Other non-current assets Total assets |
December 31, 2021 Amount % $ 1,553,378 9 607 - 6,585,185 37 434,566 2 3,034,102 17 107,722 1 |
December 31, 2020 Amount % 1,479,458 10 624 - 4,813,408 32 958,178 6 2,939,187 20 166,302 1 10,357,157 69 - - 44,822 - 4,106,990 28 96,552 1 88,652 1 13,899 - 201,743 1 22,719 - 4,575,377 31 14,932,534 100 Liabilities and Equity Current liabilities: 2100 Short-term borrowings (note (6)(j)) 2130 Contract liabilities-current (note (6)(s)) 2170 Notes and accounts payable 2200 Other payables (note (6)(k) and note (7)) 2230 Current tax liabilities 2280 Current lease liabilities (note (6)(m)) 2300 Other current liabilities Non-current liabilities: 2500 Non-current financial liabilities at fair value through profit or loss (notes (6)(b) and (6)(l)) 2530 Convertible bonds payable (note (6)(l)) 2570 Deferred tax liabilities (note (6)(p)) 2580 Non-current lease liabilities (note (6)(m)) 2640 Non-current net defined benefit liabilities (note (6)(o)) 2670 Other non-current liabilities Total liabilities Equity (Note (6)(q)): 3100 Ordinary share 3200 Capital surplus Retained earnings: 3310 Legal reserve 3320 Special reserve 3350 Unappropriated retained earnings Other equity interest: 3410 Exchange differences on translation of foreign financial statements 3420 Unrealized gains (losses) on financial assets measured at fair value through other comprehensive income Total equity Total liaboˊilities and equity |
December 31, 2021 | December 31, 2021 | December 31, 2021 | December 31, 2021 | December 31, 2021 |
|---|---|---|---|---|---|---|---|
| Amount | % | Amount | |||||
| $ | 4,911,346 27 34,902 - 2,900,255 16 505,138 3 101,863 1 58,825 - 295,095 2 |
||||||
| 11,715,560 66 |
|||||||
| 375 - 40,065 - 5,624,937 31 94,045 1 95,094 1 9,012 - 210,282 1 22,826 - |
8,807,424 49 |
7,350,919 49 |
|||||
| - - 126,336 1 696,744 4 36,795 - 122,222 1 187 - |
9,600 - 929,322 6 407,666 3 39,788 - 120,974 1 187 - |
||||||
| 982,284 6 |
1,507,537 10 |
||||||
| 6,096,636 34 |
9,789,708 55 |
8,858,456 59 |
|||||
| $ 17,812,196 100 |
4,159,342 23 |
3,677,513 25 |
|||||
| 1,275,927 7 |
941,349 6 |
||||||
| 960,709 5 365,705 2 1,715,388 10 |
890,626 6 229,459 2 700,837 5 |
||||||
| 3,041,802 17 |
1,820,922 13 |
||||||
| (373,405) (2) (81,178) - (454,583) (2) |
(282,193) (2) (83,513) (1) (365,706) (3) |
||||||
| 8,022,488 45 |
6,074,078 41 |
||||||
| $ | 17,812,196 100 |
14,932,534 100 |
See accompanying notes to financial statements.
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(English Translation of Financial Statements Originally Issued in Chinese) WEIKENG INDUSTRIAL CO., LTD.
Statements of Comprehensive Income
For the years ended December 31, 2021 and 2020
(Expressed in Thousands of New Taiwan Dollars, Except for Earnings Per Share)
| 4100 Net sales revenue (notes (6)(s) and note (7)) 5000 Cost of sales (note (6)(f) and note (7)) Gross profit Operating expenses (notes (6)(n), (6)(o), note (7) and (12)): 6100 Selling expenses 6200 Administrative expenses 6450 Expected credit (gains) losses (note (6)(d)) Net operating income Non-operating income and expenses: 7100 Interest income 7010 Other income (notes (6)(n) and note (7)) 7230 Foreign currency exchange gains (losses), net (note (6)(u)) 7235 Gains on financial assets (liabilities) at fair value through profit or loss 7375 Share of profit of associates accounted for using equity method (note (6)(g)) 7050 Financial costs (note ((6)(m) and note (7)) 7590 Miscellaneous disbursements 0 7900 Profit before tax 7950 Less: Income tax expenses (note (6)(p)) Profit Other comprehensive income: 8310 Items that will not be reclassified to profit or loss 8311 (Losses) gains on remeasurements of defined benefit plans (note (6)(o)) 8316 Unrealized gains from investments in equity instruments measured at fair value through other comprehensive income 8349 Less: Income tax related to components of other comprehensive income that will not be reclassified to profit or loss (note (6)(p)) 8360 Items that may be reclassified to profit or loss 8361 Exchange differences on translation of foreign financial statements 8399 Less:Income tax related to components of other comprehensive income that may be reclassified to profit or loss (note (6)(p)) Components of other comprehensive income that will be reclassified to profit or loss 8300 Other comprehensive income 8500 Comprehensive income Earnings per share: (note (6)(r)) 9750 Basic earnings per share 9850 Diluted earnings per share |
2021 | 2021 | % 100 95 |
2020 | 2020 | % 100 96 |
||
|---|---|---|---|---|---|---|---|---|
| Amount 29,964,915 28,361,656 |
Amount 27,706,010 26,467,370 |
|||||||
| $ | ||||||||
| 1,603,259 | 5 | 1,238,640 | 4 | |||||
| 822,502 343,001 (7,284) |
3 1 - |
656,547 271,854 25,090 |
2 1 - |
|||||
| 1,158,219 | 4 | 953,491 | 3 | |||||
| 445,040 | 1 | 285,149 | 1 | |||||
| 525 375,504 58,442 7,921 1,354,664 (86,956) (633) |
- 1 - - 5 - - |
1,796 284,683 112,975 3,203 322,024 (126,777) (571) |
- 1 - - 1 - - |
|||||
| 1,709,467 | 6 | 597,333 | 2 | |||||
| 2,154,507 433,367 |
7 1 |
882,482 183,173 |
3 1 |
|||||
| 1,721,140 | 6 | 699,309 | 2 | |||||
| (8,145) 3,099 (1,629) |
- - - - |
1,910 1,639 382 |
- - - - |
|||||
| (3,417) | 3,167 | |||||||
| (114,017) (22,805) |
(1) - (1) |
(172,356) (34,471) |
- - - |
|||||
| (91,212) | (137,885) | |||||||
| (94,629) | (1) | (134,718) | - | |||||
| $ | 1,626,511 | 5 | 564,591 | 2 | ||||
| $ | 4.54 | 1.90 | ||||||
| $ | 4.02 | 1.84 |
See accompanying notes to financial statements.
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(English Translation of Financial Statements Originally Issued in Chinese) WEIKENG INDUSTRIAL CO., LTD.
Statements of Changes in Equity
For the years ended December 31, 2021 and 2020
(Expressed in Thousands of New Taiwan Dollars)
| Balance at January 1, 2020 Appropriation and distribution of retained earnings: Legal reserve appropriated Special reserve appropriated Cash dividends Net income Other comprehensive income Total comprehensive income Conversion of convertible bonds Balance at December 31, 2020 Appropriation and distribution of retained earnings: Legal reserve appropriated Special reserve appropriated Cash dividends Net income Other comprehensive income Total comprehensive income Conversion of convertible bonds Disposal of investments in equity instruments designated at fair value through other comprehensive income Balance at December 31, 2021 |
Ordinary shares Capital surplus |
Retained earnings |
|---|---|---|
| $ 3,677,513 884,335 864,760 138,615 329,162 (144,308) (85,152) 5,664,925 |
||
| - - 25,866 - (25,866) - - - - - - 90,844 (90,844) - - - - - - - (212,452) - - (212,452) |
||
| - - 25,866 90,844 (329,162) - - (212,452) |
||
| - - - - 699,309 - - 699,309 - - - - 1,528 (137,885) 1,639 (134,718) |
||
| - - - - 700,837 (137,885) 1,639 564,591 |
||
| - 57,014 - - - - - 57,014 |
||
| 3,677,513 941,349 890,626 229,459 700,837 (282,193) (83,513) 6,074,078 |
||
| - - 70,083 - (70,083) - - - - - - 136,246 (136,246) - - - - - - - (494,508) - - (494,508) |
||
| - - 70,083 136,246 (700,837) - - (494,508) |
||
| - - - - 1,721,140 - - 1,721,140 - - - - (6,516) (91,212) 3,099 (94,629) |
||
| - - - - 1,714,624 (91,212) 3,099 1,626,511 |
||
| 481,829 334,578 - - - - - 816,407 |
||
| - - - - 764 - (764) - |
||
| $ 4,159,342 1,275,927 960,709 365,705 1,715,388 (373,405) (81,178) 8,022,488 |
See accompanying notes to financial statements.
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(English Translation of Financial Statements Originally Issued in Chinese) WEIKENG INDUSTRIAL CO., LTD.
Statements of Cash Flows
For the years ended December 31, 2021 and 2020
(Expressed in Thousands of New Taiwan Dollars)
| Cash flows from (used in) operating activities: Profit before tax Adjustments: Adjustments to reconcile profit (loss): Depreciation expense Amortization expense Expected credit (gains) losses Net gains on financial assets or liabilities at fair value through profit or loss Interest expense Interest income Share of profit of subsidiaries,associates and joint ventures accounted for using equity method Changes in operating assets and liabilities: Decrease (increase) in financial assets at fair value through profit or loss Decrease (increase) in notes and accounts receivable Decrease (increase) in other receivable Decrease (increase) in inventories Decrease (increase) in prepaid expenses and other current assets Increase (decrease) in accounts payable Increase (decrease) in other payable Increase (decrease) in contract liabilities and other current liabilities Increase (decrease) in net defined benefit liability-non-current Total changes in operating assets and liabilities Total adjustments Cash flow from operations Interest received Interest paid Income taxes paid Net cash flows from operating activities Cash flows from (used in) investing activities: Proceeds from disposal of financial assets at fair value through other comprehensive income Proceeds from capital reduction of financial assets at fair value through other comprehensive income Acquisition of investment accounted for using equity method Acquisition of property, plant and equipment Increase in refundable deposits Acquisition of intangible assets Increase in other prepayments Net cash flows used in investing activities Cash flows from (used in) financing activities: Increase (decrease) in short-term loans Proceeds from issuing bonds Decrease in guarantee deposits received Payment of lease liabilities Cash dividends paid Net cash flows (used in) from financing activities Net Increase (decrease) in cash and cash equivalents Cash and cash equivalents at beginning of period Cash and cash equivalents at end of period |
2021 $ 2,154,507 |
2020 882,482 |
|---|---|---|
| 64,432 8,573 (7,284) (7,921) 86,956 (525) (1,354,664) |
58,474 5,291 25,090 (3,203) 126,777 (1,796) (322,024) |
|
| (1,210,433) | (111,391) | |
| 11 (1,764,493) 523,612 (94,915) 58,580 |
(2,339) (1,084,054) 341,624 648,806 3,875 |
|
| (1,277,205) | (92,088) | |
| 1,461,689 (443,201) 77,489 (6,897) |
(486,402) (220,087) 44,760 (6,123) |
|
| 1,089,080 | (667,852) | |
| (188,125) | (759,940) | |
| (1,398,558) | (871,331) | |
| 755,949 525 (76,855) (40,391) 639,228 7,451 405 (277,300) (2,357) 170 (3,686) (277) |
11,151 1,796 (131,257) (108,177) |
|
| (226,487) | ||
| - 1,979 (270,720) (1,492) (1,062) (14,483) - |
||
| (275,594) | (285,778) | |
| 264,240 - - (59,446) (494,508) |
(98,563) 1,000,000 (30) (52,871) (212,452) |
|
| (289,714) | 636,084 | |
| 73,920 1,479,458 |
123,819 1,355,639 |
|
| $ 1,553,378 |
1,479,458 |
See accompanying notes to financial statements.
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Stock Code:3033
WEIKENG INDUSTRIAL CO., LTD. AND SUBSIDIARIES
Consolidated Financial Statements
With Independent Auditors ’ Report For the Years Ended December 31, 2021 and 2020
Address: 11F., No.308, Sec.1, Neihu Rd., Neihu Dist., Taipei City Telephone: (02)2659-0202
The independent auditors ’ report and the accompanying consolidated financial statements are the English translation of the Chinese version prepared and used in the Republic of China. If there is any conflict between, or any difference in the interpretation of the English and Chinese language independent auditors ’ report and consolidated financial statements, the Chinese version shall prevail.
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Representation Letter
The entities that are required to be included in the combined financial statements of WEIKENG INDUSTRIAL CO., LTD. as of and for the year ended December 31, 2021 under the Criteria Governing the Preparation of Affiliation Reports, Consolidated Business Reports, and Consolidated Financial Statements of Affiliated Enterprises are the same as those included in the consolidated financial statements prepared in conformity with International Financial Reporting Standards No. 10 by the Financial Supervisory Commission, "Consolidated Financial Statements." In addition, the information required to be disclosed in the combined financial statements is included in the consolidated financial statements. Consequently, WEIKENG INDUSTRIAL CO., LTD. and Subsidiaries do not prepare a separate set of combined financial statements.
Company name: WEIKENG INDUSTRIAL CO., LTD. Chairman: Chiu-Chiang, Hu Date: March 25, 2022
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Independent Auditors ’ Report
To the Board of Directors of Weikeng Industrial Co., Ltd.:
Opinion
We have audited the consolidated financial statements of Weikeng Industrial Co., Ltd. and its subsidiaries ( “ the Group ” ), which comprise the consolidated balance sheets as of December 31, 2021 and 2020, the consolidated statements of comprehensive income, changes in equity and cash flows for the years then ended, and notes to the consolidated financial statements, including a summary of significant accounting policies.
In our opinion, the accompanying consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Group as of December 31, 2021 and 2020, and its consolidated financial performance and its consolidated cash flows for the years then ended in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and the International Financial Reporting Standards ( “ IFRSs ” ), International Accounting Standards ( “ IASs ” ), Interpretations developed by the International Financial Reporting Interpretations Committee ( “ IFRIC ” ) or the former Standing Interpretations Committee ( “ SIC ” ) endorsed and issued into effect by the Financial Supervisory Commission of the Republic of China.
Basis for Opinion
We conducted our audits in accordance with the “ Regulations Governing Auditing and Attestation of Financial Statements by Certified Public Accountants ” and the auditing standards generally accepted in the Republic of China. Our responsibilities under those standards are further described in the Auditor ’ s Responsibilities for the Audit of the Consolidated Financial Statements section of our report. We are independent of the Group in accordance with the Norm of Professional Ethics for Certified Public Account of the Republic of China ( “ the Code ” ), and we have fulfilled our other ethical responsibilities in accordance with the Code. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis of our opinion.
Key Audit Matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the consolidated financial statements of the current period. These matters were addressed in the context of our audit of the consolidated financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. The key audit matters we judged shall be presented in the auditors ’ report as follows:
1. Recognition of Operating Revenue
Please refer to note (4)(m) “ Revenue recognition ” for accounting policies with respect to recognizing revenue, and to note (6)(r) “ Revenue from contracts with customers ” for explanatory notes about revenue.
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Description of key audit matters:
Weikeng Industrial Co., Ltd. is a listed company. The Group is a distributor for the sale of electronic components and computer peripheral equipment. Operating revenue is one of the significant items in the consolidated financial statements, and the amounts and changes of operating revenue may affect the users ’ understanding of the entire financial statements. Therefore, the testing over revenue recognition is considered a key matter in our audit.
How the matter was addressed in our audit:
Our main audit procedures for the aforementioned key audit matters include testing the Group's controls surrounding revenue recognition in the order-to-cash transaction cycle, including reconciliations between the general ledger and sales system; performing the detailed test of relevant vouchers, as well as assessing whether the Group ’ s timing on revenue recognition and the amounts recognized are in accordance with the related standards.
2. Valuation of Inventories
Please refer to note (4)(h) “ Inventories ” for accounting policies with respect to valuating inventories; note (5) "Valuation of inventories" for accounting estimates and uncertainties of affairs for inventory valuation, and to note (6)(f) “ Inventories ” for explanatory notes about inventories and related expenses.
Description of key audit matters:
The Group is a distributor for the sale of electronic components and computer peripheral equipment. Due to the horizontal competition in the industry and constant advancement of related technologies, the price of end electronic products are volatile, and thus, affects the price of electronic components and computer peripheral equipment. Therefore, the testing over the valuation of inventories is considered a key matter in our audit.
How the matter was addressed in our audit:
Our main audit procedures for the aforementioned key audit matters include testing the related control over the cost operating cycle; evaluating whether the policies for setting aside allowance for inventory valuation and obsolescence losses are in accordance with the Group ’ s policies and related standard; taking into consideration the possible impact of COVID-19s; and executing the implementation of sampling procedures to check the correctness of stock age. In addition, we also examined the inventory aging reports; understood the subsequent sales status of slow-moving inventories; and evaluated the adopted basis of net realizable value to verify the rationality of the management ’ s estimates on the allowance for inventory valuation.
Other Matter
Weikeng Industrial Co., Ltd. has additionally prepared its parent company only financial statements as of and for the years ended December 31, 2021 and 2020, on which we have issued an unmodified opinion.
Responsibilities of Management and Those Charged with Governance for the Consolidated Financial Statements
The management is responsible for the preparation and fair presentation of the consolidated financial statements in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and IFRSs, IASs, IFRIC, SIC endorsed and issued into effect by the Financial Supervisory Commission of the Republic of China, and for such internal control as management determines is necessary to enable the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.
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In preparing the consolidated financial statements, management is responsible for assessing the Group ’ s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Group or to cease operations, or has no realistic alternative but to do so.
Those charged with governance (including Audit Committee) are responsible for overseeing the Group ’ s financial reporting process.
Auditors ’ Responsibilities for the Audit of the Consolidated Financial Statements
Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors ’ report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the auditing standards generally accepted in the Republic of China will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these consolidated financial statements.
As part of an audit in accordance with auditing standards generally accepted in the Republic of China, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:
-
Identify and assess the risks of material misstatement of the consolidated financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
-
Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Group ’ s internal control.
-
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
-
Conclude on the appropriateness of management ’ s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Group ’ s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor ’ s report to the related disclosures in the consolidated financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor ’ s report. However, future events or conditions may cause the Group to cease to continue as a going concern.
-
Evaluate the overall presentation, structure and content of the consolidated financial statements, including the disclosures, and whether the consolidated financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
-
Obtain sufficient and appropriate audit evidence regarding the financial information of the entities or business activities within the Group to express an opinion on this consolidated financial statements. We are responsible for the direction, supervision and performance of the group audit. We remain solely responsible for our audit opinion.
We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
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We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.
From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the consolidated financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditor ’ s report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.
The engagement partners on the audit resulting in this independent auditors ’ report are Jui-Lan Lo and Yiu-Kwan Au.
KPMG
Taipei, Taiwan (Republic of China) March 25, 2022
Notes to Readers
The accompanying consolidated financial statements are intended only to present the consolidated financial position, financial performance and cash flows in accordance with the accounting principles and practices generally accepted in the Republic of China and not those of any other jurisdictions. The standards, procedures and practices to audit such consolidated financial statements are those generally accepted and applied in the Republic of China.
The independent auditors ’ audit report and the accompanying consolidated financial statements are the English translation of the Chinese version prepared and used in the Republic of China. If there is any conflict between, or any difference in the interpretation of the English and Chinese language independent auditors ’ audit report and consolidated financial statements, the Chinese version shall prevail.
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(English Translation of Consolidated Financial Statements Originally Issued in Chinese) WEIKENG INDUSTRIAL CO., LTD. AND SUBSIDIARIES
Consolidated Balance Sheets
December 31, 2021 and 2020
(Expressed in Thousands of New Taiwan Dollars)
| Assets Current assets: 1100 Cash and cash equivalents (note (6)(a)) 1110 Current financial assets at fair value through profit or loss (note (6)(b)) 1170 Notes and accounts receivable, net (notes (6)(d) and (7)) 1200 Other receivables (notes (6)(d) and (6)(e)) 1300 Inventories, net (note (6)(f)) 1470 Prepaid expenses and other current assets Non-current assets: 1510 Non-current financial assets at fair value through profit or loss (note (6)(b)) 1517 Non-current financial assets at fair value through other comprehensive income (note (6)(c)) 1600 Property, plant and equipment (note (6)(g)) 1755 Right-of-use assets (note (6)(h)) 1780 Intangible assets 1840 Deferred tax assets (note (6)(o)) 1900 Other non-current assets Total assets |
December 31, 2021 Amount % $ 2,266,607 8 607 - 13,548,981 49 376,347 1 10,286,868 38 197,132 1 |
December 31, 2020 Amount % 2,486,340 11 624 - 10,679,023 47 912,877 4 7,855,756 34 218,979 1 22,153,599 97 - - 44,822 - 134,770 1 190,179 1 53,665 - 203,229 1 73,566 - 700,231 3 22,853,830 100 Liabilities and Equity Current liabilities: 2100 Short-term borrowings (note (6)(i)) 2130 Current contract liabilities (note (6)(r)) 2170 Notes and accounts payable 2200 Other payables (notes (6)(j) and (7)) 2230 Current tax liabilities (note (6)(o)) 2280 Current lease liabilities (note (6)(l)) 2300 Other current liabilities Non-current liabilities: 2500 Non-current financial liabilities at fair value through profit or loss (note (6)(b)) 2530 Convertible bonds payable (note (6)(k)) 2570 Deferred tax liabilities (note (6)(o)) 2580 Non-current lease liabilities (note (6)(l)) 2640 Non-current net defined benefit liabilities (note (6)(n)) 2670 Other non-current liabilities Total liabilities Equity (note (6)(p)): 3100 Ordinary shares 3200 Capital surplus Retained earnings: 3310 Legal reserve 3320 Special reserve 3350 Unappropriated retained earnings Other equity interest: 3410 Exchange differences on translation of foreign financial statements 3420 Unrealized gains (losses) from financial assets measured at fair value through other comprehensive income Total equity Total liabilities and equity |
December 31, 2021 | December 31, 2021 | December 31, 2021 | December 31, 2021 |
|---|---|---|---|---|---|---|
| Amount | % | Amount | ||||
| $ | ||||||
| 26,676,542 97 |
||||||
| 375 - 40,065 - 133,459 1 317,375 1 30,480 - 262,057 1 74,877 - |
18,377,950 67 15,232,451 66 |
|||||
| - - 9,600 - 126,336 - 929,322 4 697,487 3 408,431 2 188,566 1 78,793 - 122,222 - 120,974 1 181 - 181 - |
||||||
| 858,688 3 |
1,134,792 4 1,547,301 7 |
|||||
| $ 27,535,230 100 |
19,512,742 71 16,779,752 73 |
|||||
| 4,159,342 15 3,677,513 16 |
||||||
| 1,275,927 5 941,349 4 |
||||||
| 960,709 4 890,626 4 365,705 1 229,459 1 1,715,388 6 700,837 3 |
||||||
| 3,041,802 11 1,820,922 8 |
||||||
| (373,405) (2) (282,193) (1) (81,178) - (83,513) - |
||||||
| (454,583) (2) (365,706) (1) |
||||||
| 8,022,488 29 6,074,078 27 |
||||||
| $ | 27,535,230 100 22,853,830 100 |
See accompanying notes to consolidated financial statements.
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(English Translation of Consolidated Financial Statements Originally Issued in Chinese) WEIKENG INDUSTRIAL CO., LTD. AND SUBSIDIARIES
Consolidated Statement of Comprehensive Income
For the years ended December 31, 2021 and 2020
(Expressed in Thousands of New Taiwan Dollars, Except for Earnings Per Share)
| 4100 Net sales revenue (note (6)(r) and note (7)) 5000 Cost of sales (note (6)(f)) Gross profit Operating expenses (notes (6)(l), (6)(m), (6)(n), (7) and (12)): 6100 Selling expenses 6200 Administrative expenses 6450 Expected credit (gains) losses (note (6)(d)) Net operating income Non-operating income and expenses: 7100 Interest income 7010 Other income (note (7)) 7235 Gains on financial assets (liabilities) at fair value through profit or loss, net 7230 Foreign currency exchange gains (losses), net (note (6)(t)) 7050 Finance costs (note (6)(l)) 7590 Miscellaneous disbursements 7900 Profit before tax 7950 Income tax expenses (note (6)(o)) 8200 Profit Other comprehensive income: 8310 Components of other comprehensive income that will not be reclassified to profit or loss 8311 (Losses) gains on remeasurements of defined benefit plans (note (6)(n)) 8316 Unrealized gains from investments in equity instruments measured at fair value through other comprehensive income 8349 Less: income tax relating to components of other comprehensive income that will not be reclassified to profit or loss 8360 Components of other comprehensive income that may be reclassified to profit or loss 8361 Exchange differences on translation of foreign financial statements 8399 Less: income tax relating to components of other comprehensive income that may be reclassified to profit or loss (note (6)(o)) Other comprehensive income, net 8500 Comprehensive income Earnings per common share (expressed in dollars) (note (6)(q)) 9750 Basic earnings per share 9850 Diluted earnings per share |
2021 | 2021 | % 100 93 |
2020 | 2020 | % 100 95 |
||
|---|---|---|---|---|---|---|---|---|
| Amount 72,404,886 67,242,044 |
Amount 58,413,402 55,345,619 |
|||||||
| $ | ||||||||
| 5,162,842 | 7 | 3,067,783 | 5 | |||||
| 2,019,819 626,981 (9,577) |
3 1 - |
1,615,273 473,293 3,014 |
3 - - |
|||||
| 2,637,223 | 4 | 2,091,580 | 3 | |||||
| 2,525,619 | 3 | 976,203 | 2 | |||||
| 3,381 22,831 7,921 61,390 (169,048) (774) |
- - - - - - |
4,668 44,872 3,203 157,073 (251,624) (1,307) |
- - - - - - |
|||||
| (74,299) | - | (43,115) | - | |||||
| 2,451,320 730,180 |
3 1 |
933,088 233,779 |
2 - |
|||||
| 1,721,140 | 2 | 699,309 | 2 | |||||
| (8,145) 3,099 (1,629) |
- - - - |
1,910 1,639 382 |
- - - - |
|||||
| (3,417) | 3,167 | |||||||
| (114,017) (22,805) |
- - - |
(172,356) (34,471) |
- - - |
|||||
| (91,212) | (137,885) | |||||||
| (94,629) | - | (134,718) | - | |||||
| $ | 1,626,511 | 2 | 564,591 | 2 | ||||
| $ | 4.54 | 1.90 | ||||||
| $ | 4.02 | 1.84 |
See accompanying notes to consolidated financial statements.
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(English Translation of Consolidated Financial Statements Originally Issued in Chinese) WEIKENG INDUSTRIAL CO., LTD. AND SUBSIDIARIES
Consolidated Statement of Changes in Equity
For the years ended December 31, 2021 and 2020
(Expressed in Thousands of New Taiwan Dollars)
| Ordinary shares Balance at January 1, 2020 $ 3,677,513 Appropriation and distribution of retained earnings: Legal reserve appropriated - Special reserve reversed - Cash dividends - - Consolidated net income for the year ended December 31, 2020 - Other comprehensive income for the year ended December 31, 2020 - Total comprehensive income for the year ended December 31, 2020 - Conversion of convertible bonds - Balance at December 31, 2020 3,677,513 Appropriation and distribution of retained earnings: Legal reserve appropriated - Special reserve appropriated - Cash dividends - - Consolidated net income for the year ended December 31, 2021 - Other comprehensive income for the year ended December 31, 2021 - Total comprehensive income for the year ended December 31, 2021 - Issuance of convertible bonds 481,829 Disposal of investments in equity instruments designated at fair value through other comprehensive income - Balance at December 31, 2021 $ 4,159,342 |
Ordinary shares |
Capital surplus |
Retained earnings | Retained earnings | Retained earnings | Other equity interest | Other equity interest | Total equity |
|---|---|---|---|---|---|---|---|---|
| Exchange differences on translation of foreign financial statements |
Unrealized gains (losses) from financial assets measured at fair value through other comprehensive income |
|||||||
| Legal reserve |
Special reserve |
Unappropriated retained earnings |
||||||
| $ 3,677,513 | 884,335 | 864,760 | 138,615 | 329,162 | (144,308) | (85,152) | 5,664,925 | |
| - - - |
- - - |
25,866 - - |
- 90,844 - |
(25,866) (90,844) (212,452) |
- - - |
- - - |
- - (212,452) |
|
| - | - | 25,866 | 90,844 | (329,162) | - | - | (212,452) | |
| - - |
- - |
- - |
- - |
699,309 1,528 |
- (137,885) |
- 1,639 |
699,309 (134,718) |
|
| - | - | - | - | 700,837 | (137,885) | 1,639 | 564,591 | |
| - | 57,014 | - | - | - | - | - | 57,014 | |
| 3,677,513 | 941,349 | 890,626 | 229,459 | 700,837 | (282,193) | (83,513) | 6,074,078 | |
| - - - |
- - - |
70,083 - - |
- 136,246 - |
(70,083) (136,246) (494,508) |
- - - |
- - - |
- - (494,508) |
|
| - | - | 70,083 | 136,246 | (700,837) | - | - | (494,508) | |
| - - |
- - |
- - |
- - |
1,721,140 (6,516) |
- (91,212) |
- 3,099 |
1,721,140 (94,629) |
|
| - | - | - | - | 1,714,624 | (91,212) | 3,099 | 1,626,511 | |
| 481,829 | 334,578 | - | - | - | - | - | 816,407 | |
| - | - | - | 764 | - | (764) | - | ||
$ 4,159,342 |
1,275,927 | 960,709 | 365,705 | 1,715,388 | (373,405) | (81,178) | 8,022,488 |
See accompanying notes to consolidated financial statements.
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(English Translation of Consolidated Financial Statements Originally Issued in Chinese) WEIKENG INDUSTRIAL CO., LTD. AND SUBSIDIARIES Consolidated Statement of Cash Flows For the years ended December 31, 2021 and 2020 (Expressed in Thousands of New Taiwan Dollars)
| Cash flows from (used in) operating activities: Profit before tax Adjustments: Adjustments to reconcile profit (loss): Depreciation expenses Amortization expenses Expected credit (gains) losses Net gains on financial assets or liabilities at fair value through profit or loss Interest expenses Interest income Others Changes in operating assets and liabilities: Decrease (increase) in financial assets at fair value through profit or loss Decrease (increase) in notes and accounts receivable Decrease (increase) in other receivable Decrease (increase) in inventories Decrease (increase) in prepaid expenses and other current assets Increase (decrease) in notes and accounts payable Increase (decrease) in other payable Increase (decrease) in contract liabilities and other current liabilities Others Total changes in operating assets and liabilities Total adjustments Cash flow (used in) from operations Interest received Interest paid Income taxes paid Net cash flows used in operating activities Cash flows from (used in) investing activities: Proceeds from disposal of financial assets at fair value through other comprehensive income Proceeds from capital reduction of financial assets at fair value through other comprehensive income Acquisition of property, plant and equipment Disposal of property, plant and equipment Increase in refundable deposits Acquisition of intangible assets Increase in other prepayments Net cash flows used in investing activities Cash flows from (used in) financing activities: Increase (decrease) in short-term loans Proceeds from issuing bonds Decrease in guarantee deposits received Payments of lease liabilities Cash dividends paid Net cash flows from financing activities Effect of exchange rate changes on cash and cash equivalents Net (decrease) increase in cash and cash equivalents Cash and cash equivalents at the beginning of period Cash and cash equivalents at the end of period |
2021 $ 2,451,320 |
2020 933,088 |
|---|---|---|
| 157,550 26,800 (9,577) (7,921) 169,048 (3,381) 141 |
152,828 23,841 3,014 (3,203) 251,624 (4,668) 14 |
|
| 332,660 | 423,450 | |
| 11 (2,860,381) 536,530 (2,431,112) 21,869 |
(2,339) (2,458,584) 334,794 2,623,244 57,773 |
|
| (4,733,083) | 554,888 | |
| 1,732,288 (291,325) 115,692 (6,897) |
(1,740,358) (130,910) 196,033 (6,123) |
|
| 1,549,758 | (1,681,358) | |
| (3,183,325) | (1,126,470) | |
| (2,850,665) | (703,020) | |
| (399,345) 3,381 (157,648) (155,052) |
230,068 4,668 (271,398) (157,158) |
|
| (708,664) | (193,820) | |
| 7,451 405 (12,118) 282 (753) (6,533) (558) |
- 1,979 (3,112) - (1,918) (35,212) - |
|
| (11,824) | (38,263) | |
| 1,250,733 - - (139,486) (494,508) |
(99,538) 1,000,000 (30) (134,924) (212,452) |
|
| 616,739 | 553,056 | |
| (115,984) | (170,994) | |
| (219,733) 2,486,340 |
149,979 2,336,361 |
|
| $ 2,266,607 |
2,486,340 |
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